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, 1995
  
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 For the Transition Period from ________ to ________.
  
                           Commission File Number 0-6983
  
                                COMCAST CORPORATION
                                 [GRAPHIC OMITTED]
  
  
               (Exact name of registrant as specified in its charter)
  
              PENNSYLVANIA                                23-1709202
  
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)
  
                  1500 Market Street, Philadelphia, PA 19102-2148
  
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  _X_                                           No ___
  
  
  As of June 30, 1995,  there were  191,916,990  shares of Class A Special  Common
  Stock, 39,074,706 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, 1995
  
                                 TABLE OF CONTENTS
  
  
  
  
                                                                             Page
                                                                            Number
  
  PART I.    FINANCIAL INFORMATION
  
             Item 1.       Financial Statements
  
                           Condensed Consolidated Balance
                           Sheet at June 30, 1995 and December 31,
                           1994 (Unaudited).....................................2
  
                           Condensed Consolidated Statement of
                           Operations and Accumulated Deficit for
                           the Six and Three Months Ended June 30,
                           1995 and 1994 (Unaudited)............................3
  
                           Condensed Consolidated Statement of Cash
                           Flows for the Six Months Ended June 30, 1995
                           and 1994 (Unaudited).................................4
  
                           Notes to Condensed Consolidated
                           Financial Statements (Unaudited)................5 - 12
  
             Item 2.       Management's Discussion and Analysis
                           of Financial Condition and Results of
                           Operations.....................................13 - 20
  
  PART II.   OTHER INFORMATION
  
             Item 1.       Legal Proceedings...................................21
  
             Item 4.       Submission of Matters to a Vote of
                           Security Holders....................................21
  
             Item 6.       Exhibits and Reports on Form 8-K....................22
  
  
  
  <PAGE>2
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                  June 30,                  December 31,
                                                                                    1995                        1994
  <S>                                                                        <C>                           <C>
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents.............................................      $447,889                     $335,320
      Short-term investments, at cost which approximates fair value.........       240,940                      130,134
      Accounts receivable, less allowance for doubtful accounts
          of $84,607 and $11,272............................................       301,615                      108,245
      Inventories, net......................................................       196,849                       18,553
      Prepaid charges and other.............................................        38,988                       16,254
      Deferred income taxes.................................................        56,610
                                                                                ----------                   ----------
          Total current assets..............................................     1,282,891                      608,506
                                                                                ----------                   ----------
  
  INVESTMENTS, principally in affiliates....................................       900,881                      797,075
                                                                                ----------                   ----------
  
  PROPERTY AND EQUIPMENT....................................................     2,338,663                    2,081,256
      Accumulated depreciation..............................................      (863,913)                    (823,570)
                                                                                ----------                   ----------
      Property and equipment, net...........................................     1,474,750                    1,257,686
                                                                                ----------                   ----------
  
  DEFERRED CHARGES..........................................................     6,358,224                    4,945,613
      Accumulated amortization..............................................    (1,009,706)                    (845,896)
                                                                                ----------                   ----------
      Deferred charges, net.................................................     5,348,518                    4,099,717
                                                                                ----------                   ----------
                                                                                $9,007,040                   $6,762,984
                                                                                ==========                   ==========
  
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
      Accounts payable and accrued expenses.................................      $707,268                     $402,869
      Accrued interest......................................................        73,880                       60,219
      Subscribers' advance payments and other...............................        20,777                       14,637
      Current portion of long-term debt.....................................       332,009                      182,913
                                                                                ----------                   ----------
          Total current liabilities.........................................     1,133,934                      660,638
                                                                                ----------                   ----------
  
  LONG-TERM DEBT, less current portion......................................     6,399,519                    4,810,541
                                                                                ----------                   ----------
  
  DEFERRED INCOME TAXES....................................................      1,517,013                    1,390,849
                                                                                ----------                   ----------
  
  MINORITY INTEREST AND OTHER...............................................       710,679                      627,745
                                                                                ----------                   ----------
  
  COMMITMENTS AND CONTINGENCIES
  STOCKHOLDERS' DEFICIENCY
      Class A Special Common Stock, $1 par value - authorized, 500,000,000
          shares; issued, 191,916,990 and 191,230,684.......................       191,917                      191,231
      Class A Common Stock, $1 par value - authorized, 200,000,000
          shares;  issued, 39,074,706 and 39,019,809........................        39,075                       39,020
      Class B Common Stock, $1 par value - authorized, 50,000,000
          shares;  issued, 8,786,250........................................         8,786                        8,786
      Additional capital....................................................       882,940                      875,501
      Accumulated deficit...................................................    (1,868,738)                  (1,827,647)
      Unrealized gains on marketable securities.............................         6,283                        3,862
      Cumulative translation adjustments....................................       (14,368)                     (17,542)
                                                                                ----------                   ----------
          Total stockholders' deficiency....................................      (754,105)                    (726,789)
                                                                                ----------                   ----------
                                                                                $9,007,040                   $6,762,984
                                                                                ==========                   ==========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
  
  
  <PAGE>3
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
       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,
                                                                         1995         1994         1995         1994
  <S>                                                                <C>          <C>          <C>          <C>
  REVENUE
      Service income............................................       $902,752     $669,343      $466,165     $340,640
      Net sales from electronic retailing.......................        584,426                    357,407
                                                                    -----------  -----------   -----------  ----------- 
                                                                      1,487,178      669,343       823,572      340,640
                                                                    -----------  -----------   -----------  ----------- 
  
  COSTS AND EXPENSES
      Operating.................................................        367,357      201,472       195,890      100,573
      Cost of goods sold from electronic retailing..............        350,246                    212,172
      Selling, general and administrative.......................        289,145      177,798       154,686       91,514
      Depreciation and amortization.............................        387,043      160,494       143,566       83,249
                                                                    -----------  -----------   -----------  ----------- 
                                                                      1,393,791      539,764       706,314      275,336
                                                                    -----------  -----------   -----------  ----------- 
  
  OPERATING INCOME..............................................         93,387      129,579       117,258       65,304
  
  INVESTMENT (INCOME) EXPENSE
      Interest expense..........................................        250,551      152,752       132,964       73,365
      Investment income.........................................       (165,424)     (10,103)      (12,600)      (4,830)
      Equity in net losses of affiliates........................         37,906       18,515        21,489        8,869
      Minority interest and other...............................        (13,759)      (3,417)       (5,401)        (375)
                                                                    -----------  -----------   -----------  ----------- 
                                                                        109,274      157,747       136,452       77,029
                                                                    -----------  -----------   -----------  ----------- 
  
  LOSS BEFORE INCOME TAX EXPENSE AND EXTRAORDINARY
      ITEMS.....................................................        (15,887)     (28,168)      (19,194)     (11,725)
  
  INCOME TAX EXPENSE............................................         14,035          365        10,100        1,031
                                                                    -----------  -----------   -----------  ----------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................        (29,922)     (28,533)      (29,294)     (12,756)
  
  EXTRAORDINARY ITEMS...........................................                      11,703                        123
                                                                    -----------  -----------   -----------  ----------- 
  
  NET LOSS......................................................        (29,922)     (40,236)      (29,294)     (12,879)
  
  ACCUMULATED DEFICIT
      Beginning of period ......................................     (1,827,647)  (1,717,931)   (1,833,858)  (1,751,279)
      Dividends declared - $.0467, $.0467, $.0233
          and $.0233 per share..................................        (11,169)     (11,556)       (5,586)      (5,565)
                                                                    -----------  -----------   -----------  ----------- 
      End of period.............................................    ($1,868,738) ($1,769,723)  ($1,868,738) ($1,769,723)
                                                                    ===========  ===========   ===========  =========== 
  
  LOSS PER SHARE
      Loss before extraordinary items...........................          ($.12)       ($.12)        ($.12)       ($.05)
      Extraordinary items.......................................                        (.05)
                                                                    -----------  -----------   -----------  ----------- 
              Net Loss..........................................          ($.12)       ($.17)        ($.12)       ($.05)
                                                                    ===========  ===========   ===========  =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD......................        239,541      233,648       239,674      238,829
                                                                    ===========  ===========   ===========  =========== 
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
  
  
  <PAGE>4
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                          (Dollars in thousands)
                                                                                        Six Months Ended June 30,
                                                                                     1995                         1994
  <S>                                                                         <C>                       <C>
  OPERATING ACTIVITIES
      Net loss..............................................................      ($29,922)                    ($40,236)
      Noncash items included in net loss:
          Depreciation and amortization.....................................       387,043                      160,494
          Interest expense..................................................        27,360                       26,304
          Equity in net losses of affiliates................................        37,906                       18,515
          Gain on sale of division..........................................                                     (5,825)
          Gain on sale of long-term investment..............................      (140,968)
          Extraordinary items...............................................                                     11,703
          Deferred income taxes, minority interest and other................       (21,296)                       2,680
                                                                                ----------                   ---------- 
                                                                                   260,123                      173,635
  
      Decrease (increase) in accounts receivable, net.......................        26,662                      (10,071)
      (Increase) decrease in inventories, net...............................       (10,889)                         175
      Increase in prepaid charges and other.................................       (12,348)                      (4,538)
      Decrease in accounts payable and accrued expenses
          and subscribers' advance payments and other.......................       (69,778)                      (1,435)
      Increase (decrease) in accrued interest...............................        13,069                      (10,209)
                                                                                ----------                   ---------- 
              Net cash provided by operating activities.....................       206,839                      147,557
                                                                                ----------                   ---------- 
  
  FINANCING ACTIVITIES
      Borrowings............................................................     2,018,977                          959
      Retirement and repayment of debt......................................      (194,378)                    (368,496)
      Issuance of common stock, net.........................................         1,413                        2,184
      Equity contribution to a subsidiary...................................         6,556
      Dividends.............................................................       (11,169)                     (11,556)
      Other.................................................................         1,488                       (1,059)
                                                                                ----------                   ---------- 
              Net cash provided by (used in) financing activities...........     1,822,887                     (377,968)
                                                                                ----------                   ---------- 
  
  INVESTING ACTIVITIES
      Acquisitions, net of cash acquired....................................     1,369,073                       20,795
      Sales of short-term investments, net..................................       (48,331)                    (306,410)
      Increase in investments, principally in affiliates....................       431,525                       38,244
      Proceeds from sale of long-term investment............................      (188,096)
      Additions to property and equipment...................................       338,960                       92,692
      Proceeds from sale of division........................................                                    (28,183)
      Other.................................................................        14,026                       12,338
                                                                                ----------                   ---------- 
              Net cash used in (provided by) investing activities...........     1,917,157                     (170,524)
                                                                                ----------                   ---------- 
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.........................        112,569                      (59,887)
      Cash and Cash Equivalents, Beginning of Period........................       335,320                      160,434
                                                                                ----------                   ---------- 
  
  CASH AND CASH EQUIVALENTS, End of Period..................................      $447,889                     $100,547
                                                                                  ========                     ========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
  
  <PAGE>5
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The  condensed  consolidated  balance  sheet at December  31, 1994 has been
       condensed  from the  audited  balance  sheet at that  date.  The  condensed
       consolidated  balance sheet at June 30, 1995,  the  condensed  consolidated
       statement  of  operations  and  accumulated  deficit  for the six and three
       months  ended  June  30,  1995  and  1994  and the  condensed  consolidated
       statement  of cash  flows for the six months  ended June 30,  1995 and 1994
       have been prepared by Comcast Corporation (the "Company") and have not been
       audited  by  the  Company's   Independent   Auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments  and the  adjustment  described in Note 3) necessary to present
       fairly the financial position, results of operations and cash flows at June
       30, 1995 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1994 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1995
       are not necessarily indicative of operating results for the full year.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during the period. For the six and three months ended June 30,
       1995 and 1994,  all of the common stock  equivalents  have an  antidilutive
       effect  on the loss  per  share  and,  therefore,  have  not  been  used in
       determining the total weighted average number of common shares outstanding.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1995, the Company adopted the provisions of Statement
       of Financial  Accounting  Standards  ("SFAS") No. 121,  "Accounting for the
       Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
       Of." There was no cumulative effect of the adoption of SFAS No. 121.
  
       As a result of the acquisition of QVC (see Note 3), the Company adopted the
       following accounting policies:
  
       Inventories
       Inventories,  consisting primarily of products held for sale, are stated at
       the lower of cost or market. Cost is determined by the first-in,  first-out
       method.
  
       Net Sales and Returns
       Net sales from electronic  retailing are recognized at the time of shipment
       to  customers.  An  allowance  for  returned  merchandise  is provided as a
       percentage of sales based on historical experience.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       QVC
  
       In  February  1995,  the  Company  and  Tele-Communications,  Inc.  ("TCI")
       acquired all of the outstanding  stock of QVC, Inc.  ("QVC") not previously
       owned by the Company and TCI  (approximately  65% of such shares on a fully
       diluted basis) for $46, in cash, per share. The total cost of acquiring the
       outstanding  shares of QVC was  approximately  $1.4 billion.  Following the
       acquisition, the Company and TCI own, through their respective
  
  <PAGE>6
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       subsidiaries,  57.45% and  42.55%,  respectively,  of QVC.  The Company has
       accounted for the QVC  acquisition  under the purchase method of accounting
       and QVC has been  consolidated with the Company beginning in February 1995.
       The allocation of the purchase  price to the assets and  liabilities of QVC
       is preliminary pending receipt of a final appraisal.
  
       The acquisition of QVC,  including the exercise of certain warrants held by
       the Company,  was financed with cash contributions from the Company and TCI
       of  $296.3  million  and $6.6  million,  respectively,  borrowings  of $1.1
       billion under a $1.2 billion QVC credit facility and existing cash and cash
       equivalents held by QVC.
  
       Liberty  Media  Corporation,  a wholly  owned  subsidiary  of TCI,  may, at
       certain times following  February 9, 2000,  trigger the exercise of certain
       exit rights.
  
       Sprint Telecommunications Venture
  
       On March 28, 1995,  subsidiaries of the Company,  TCI,  Sprint  Corporation
       ("Sprint") and Cox Communications, Inc. ("Cox") formed several partnerships
       to engage in the  business of providing  wireless  and  wireline  telephony
       services.    The   principal   partnership   is   known   as   the   Sprint
       Telecommunications  Venture ("STV"). The  parties  have agreed that STV and
       its  affiliated  partnerships  will be the  exclusive  vehicles  for  their
       respective investments in certain specified telecommunications  activities,
       subject  to  certain   limited   exceptions.   STV  and  the  parties  will
       cross-promote  telecommunications  products and services using the "Sprint"
       brand name with cable  services  and  products  branded by Cox,  TCI or the
       Company in their cable television  systems. A partnership owned entirely by
       subsidiaries of the Company, known as Comcast Telephony Services,  owns 15%
       of STV and, indirectly, each of STV's affiliated partnerships.
  
       STV will  engage  in the  business  of  providing  wireless  communications
       services,  primarily  personal  communication  services ("PCS"),  through a
       partnership known as WirelessCo.  Through WirelessCo,  the partners propose
       to  create  and  operate  a  seamless,   integrated,   nationwide  wireless
       communications  network.  During the term of a  trademark  license  from an
       affiliate  of Sprint,  WirelessCo's  services  will be  marketed  under the
       "Sprint" brand name.
  
       WirelessCo  was the  successful  bidder for 29 PCS  licenses in the auction
       conducted by the Federal  Communications  Commission  ("FCC") from December
       1994  through  mid-March  1995.  The  purchase  price for the  licenses was
       approximately  $2.11  billion,  all of  which  has  been  paid to the  FCC.
       WirelessCo  may also elect to bid in subsequent  auctions for PCS licenses.
       In  addition,  WirelessCo  has and  expects to  continue to invest in other
       entities  that hold PCS  licenses,  may  acquire  PCS  licenses  from other
       license holders and may affiliate with other license holders.
  
       STV will also engage in the business of providing local wireline  telephone
       service for both business and residential customers,  primarily through the
       cable  networks  of cable  television  operators  that  affiliate  with the
       partnership  in exchange  for agreed upon  compensation.  Cox,  TCI and the
       Company have agreed to affiliate their cable systems with STV to the extent
       that their  systems are  located in markets  designated  in STV's  business
       plan. The offering of local wireline  telephone services by the partnership
       will require the removal of regulatory  and  legislative  barriers to local
       telephone competition.
  
       The STV partners intend that the  partnership  will succeed to the business
       currently conducted by Cox, TCI and the Company,  together with Continental
       Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group
       Inc.  and TCG  Partners  (collectively,  "TCG").  TCG is one of the largest
       competitive   access  providers  in  the  United  States.   Pursuant  to  a
       contribution  agreement  entered into on March 28,  1995,  Cox, TCI and the
       Company have agreed, subject to the satisfaction of certain conditions,  to
       contribute to STV their respective
  
  <PAGE>7
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       interests  in TCG and in various  local  joint  ventures  among local cable
       operators  and TCG.  Such  contributions  will be subject to the receipt of
       necessary regulatory approvals and the satisfaction of other conditions. In
       addition,  the cable partners intend to negotiate with  Continental,  which
       owns  that  portion  of TCG that is not owned by Cox,  TCI or the  Company,
       regarding the acquisition of its interest by such cable partners.
  
       Subject to agreement  upon an initial  business  plan,  the  partners  have
       committed to  contribute  $4.4 billion in cash to STV during the next three
       years,  of which the  Company's  share  would be $660  million,  subject to
       reduction  resulting from the method of crediting in-kind  contributions to
       STV by the partners.  Of the $660 million funding requirement,  the Company
       has made total cash capital  contributions  to WirelessCo of  approximately
       $334.5 million through June 30, 1995. The partners'  capital  contributions
       to  WirelessCo  have been  principally  used to pay for the 29 PCS licenses
       acquired in the FCC auction and to acquire interests in another entity that
       holds a PCS license.  Additional equity  requirements of STV will be funded
       by the partners through capital contributions to STV in proportion to their
       ownership   interests.   The  Company   anticipates   that  STV's   capital
       requirements  over  the  next  several  years  will be  significant.  These
       requirements  are  planned  to be funded by  external  financing  by STV in
       addition  to  capital  contributions  by  the  partners.   Although  it  is
       anticipated that external  financing will be available to STV on acceptable
       terms and conditions, no assurances can be given as to such availability.
  
       Cellular Rebuild
  
       The Company's  cellular  division has entered into an agreement to purchase
       approximately  $172.0  million of switching and cell site  equipment.  This
       equipment  will replace  existing  switching and cell site  equipment.  The
       Company  expects the rebuild to be completed in the third  quarter of 1995.
       In accordance with the provisions of SFAS No. 121, during the first quarter
       of 1995,  the Company  charged to its results of  operations  approximately
       $110.0 million which  represents the difference  between the net book value
       of the  equipment  to be replaced  and the  residual  value  expected to be
       realized upon its disposal. This charge has been reflected in the Company's
       condensed consolidated statement of operations and accumulated deficit as a
       component of depreciation and amortization expense.
  
       Ocean County
  
       In May 1995,  the  Company  completed  the  initial  phase of its  exchange
       agreement  with McCaw  Cellular  Communications,  Inc.  whereby the Company
       acquired a 75% interest in the entity that holds the Ocean County, NJ Rural
       Statistical Area ("RSA") cellular license (the "Ocean County  Licensee") in
       exchange for the Company's  Hunterdon  County,  NJ RSA cellular license and
       $37.8  million in cash.  The Company  expects to acquire the  remaining 25%
       interest in the Ocean County Licensee before the end of 1995.
  
       Nextel
  
       In April 1995,  the  Company  exercised  certain  preemptive  rights  under
       previously existing agreements with Nextel Communications,  Inc. ("Nextel")
       whereby the Company has elected to purchase  approximately  9 million newly
       issued Nextel shares at $12.25 per share for a total cost of  approximately
       $110 million  (the "Nextel  Share  Purchase  Commitment").  The purchase is
       contingent on the closing of an acquisition  transaction by Nextel which is
       expected to occur no earlier than the fourth quarter of 1995.
  
       In July 1995,  the Company sold 11.3 million  shares of Nextel common stock
       for $212.6  million.  These  shares,  which were  classified  as  long-term
       investments   available  for  sale,   had  an  historical   cost  basis  of
       approximately  $176.1  million.   This  investment  has  been  included  in
       short-term  investments  as of June 30, 1995 at its estimated fair value of
       $159.1  million  based  on  the  July  1995  sale.  As  a  result  of  this
       transaction,  the Company will  recognize a pre-tax  gain of  approximately
       $36.5
  
  <PAGE>8
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       million in the third quarter of 1995. The Company continues to hold options
       to acquire  approximately  25.2  million  shares of Nextel  common stock in
       addition to the Nextel Share Purchase Commitment.
  
       Pro Forma Results
  
       The following pro forma information for the six and three months ended June
       30, 1995 and 1994 has been presented as if the  acquisition of QVC occurred
       at the  beginning  of each  period and the  acquisition  of Maclean  Hunter
       occurred on January 1, 1994. This unaudited pro forma  information is based
       on historical results of operations, adjusted for acquisition costs, and is
       not  necessarily  indicative  of what the  results  would have been had the
       Company operated the acquired entities since such dates.
  
  <TABLE>
  <CAPTION>
                                                     (Dollars in thousands, except per share data)
                                                    Six Months Ended            Three Months Ended
                                                         June 30,                     June 30,
                                                 1995(1)        1994(1)         1995           1994(1)
  <S>                                       <C>            <C>             <C>            <C>
            Revenue                           $ 1,617,552    $ 1,406,656    $   823,572    $   704,327
  
            Loss before extraordinary items       (34,715)       (74,942)       (29,294)       (42,428)
  
            Net loss                              (34,715)       (86,645)       (29,294)       (42,551)
  
            Net loss per share                      (0.14)         (0.37)         (0.12)         (0.18)
  <FN>
       (1)      Effective  April 1, 1995, QVC commenced  consolidating  its United
                Kingdom ("UK")  operations.  Pro forma revenues presented above do
                not reflect  revenues  relating to QVC's UK operations for periods
                prior to April 1, 1995.
  </FN>
  </TABLE>
  
  4.   INVESTMENTS
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $186.8  million  and $186.6
       million  as of June 30,  1995 and  December  31,  1994,  respectively.  The
       Company has recorded these investments  (including the Company's investment
       in Nextel common stock (see Note 3) with an estimated  fair value of $159.1
       million as of June 30, 1995),  which are  classified as available for sale,
       at their  estimated  fair values of $196.5  million as of June 30, 1995 and
       $192.6  million as of December 31, 1994.  The  unrealized  pre-tax gains of
       $9.7  million and $6.0  million,  respectively,  have been  reported in the
       Company's   condensed   consolidated   balance   sheet  as   decreases   in
       stockholders' deficiency, net of related deferred income taxes.
  
       In  January   1995,   the  Company   exchanged  its  interest  in  Heritage
       Communications,  Inc. with TCI for Class A common shares of TCI with a fair
       market value of approximately $290 million. Shortly thereafter, the Company
       sold  certain of these  shares for total  proceeds  of  approximately  $188
       million  which were used to fund,  in part,  the  acquisition  of QVC. As a
       result of these transactions, the Company recognized a pre-tax gain of $141
       million in the first quarter of 1995.
  
       As a result of the QVC acquisition, the Company commenced consolidating the
       financial results of QVC,  effective  February 1, 1995, on a current basis.
       In the first  quarter  of 1995,  the  Company  recorded  its  proportionate
       interest in QVC's net income for the period from  November 1, 1994  through
       January 31, 1995. Such results were not previously  recorded by the Company
       since QVC was accounted  for under the equity method of accounting  and its
       proportionate  interest in QVC's  results of  operations  were recorded two
       months  in  arrears.  The  effect  of  this  one-time  adjustment  was  not
       significant to the Company's results of operations.
  
  
  <PAGE>9
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       The  difference   between  the  Company's   recorded   investment  and  its
       proportionate  interests  in the book  value of its equity  investees'  net
       assets is being amortized to equity in net income or loss, primarily over a
       period of twenty years, which is consistent with the estimated lives of the
       underlying assets.
  
       Summarized  financial  information for investments  accounted for under the
       equity method of accounting is as follows (dollars in thousands):
  
  <TABLE>
  <CAPTION>
                                                        Three Months      Six Months                      Three Months
                                                            Ended            Ended                            Ended
                                                      January 31, 1995   June 30, 1995                    June 30, 1995
  
                                                             QVC             Other        Combined (1)    Combined (1)
  <S>                                                    <C>            <C>              <C>             <C>
          Combined Results of Operations
             Revenue...................................   $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).............      1,194           (3,416)          (2,222)         (1,497)
                                                          --------         --------         --------        --------
             Total equity in net income (loss).........     $5,480         ($43,386)        ($37,906)       ($21,489)
                                                            ======         ========         ========        ======== 
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                                         June 30, 1995
                                                                         Combined (1)
  <S>                                                                    <C>
          Combined Financial Position
             Current assets........................................        $342,481
             Noncurrent assets.....................................       4,197,342
             Current liabilities...................................         270,987
             Noncurrent liabilities................................       1,487,906
  <FN>
          (1)     Excludes the results of  operations  (subsequent  to January 31,
                  1995) and financial  position of QVC which was consolidated with
                  the Company beginning in February 1995.
  </FN>
  </TABLE>
  
  
  
  <PAGE>10
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                         Six Months       Six Months
                                                            Ended            Ended
                                                       April 30, 1994    June 30, 1994
                                                             QVC             Other          Combined
  <S>                                                   <C>            <C>              <C>
          Combined Results of Operations
             Revenue...................................   $668,930         $158,989         $827,919
             Depreciation and amortization.............     21,261           51,874           73,135
             Operating income (loss)...................     86,020          (55,526)          30,494
                  Net income (loss) as reported
                    by affiliates......................    $14,909         ($74,623)        ($59,714)
          Company's Equity in Net Income (Loss)
             Equity in current period net income (loss)     $2,283         ($20,506)        ($18,223)
             Amortization income (expense).............      2,486           (2,778)            (292)
                                                          --------         --------         --------
             Total equity in net income (loss).........     $4,769         ($23,284)        ($18,515)
                                                            ======         ========         ======== 
  
                                                        Three Months     Three Months
                                                            Ended            Ended
                                                       April 30, 1994    June 30, 1994
                                                             QVC             Other          Combined
          Combined Results of Operations
             Revenue...................................   $296,441          $82,095         $378,536
             Depreciation and amortization.............     10,447           26,822           37,269
             Operating income (loss)...................     32,854          (30,738)           2,116
                  Net income (loss) as reported
                    by affiliates......................    $12,063         ($41,099)        ($29,036)
          Company's Equity in Net Income (Loss)
             Equity in current period net income (loss)     $1,862         ($10,552)         ($8,690)
             Amortization income (expense).............      1,195           (1,374)            (179)
                                                          --------         --------         --------
             Total equity in net income (loss).........     $3,057         ($11,926)         ($8,869)
                                                            ======         ========          ======= 
  </TABLE>
  
  
  5.   LONG-TERM DEBT
  
       On May 16, 1995, the Company issued $250.0 million  principal amount of its
       9-3/8% senior subordinated debentures due 2005.
  
       The Company paid premiums and expensed  unamortized debt acquisition  costs
       totalling  $18.0  million  during  the six  months  ended  June  30,  1994,
       primarily  as a result of the  redemption  of its $150.0  million,  11-7/8%
       senior subordinated debentures due 2004, resulting in the Company recording
       an extraordinary loss, net of tax, of $11.7 million or $.05 per share.
  
       The Company has entered into interest rate protection products to limit the
       Company's exposure to loss from adverse  fluctuations in interest rates. As
       of June 30, 1995,  $815.0  million of the Company's  variable rate debt was
       protected  by these  products.  Such  agreements  mature on  various  dates
       through  1997 and the  related  differentials  to be paid or  received  are
       recognized over the terms of the related agreements.
  
  
  <PAGE>11
  
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made interest payments of approximately $210.1 million,  $136.7
       million,  $115.3  million and $66.7 million during the six and three months
       ended June 30, 1995 and 1994, respectively.
  
       The Company redeemed its 7% convertible subordinated debentures due 2001 on
       February 27, 1994 (accreted value $152.1 million).  In connection with such
       redemption,  substantially  all of the debentures  were converted into 13.5
       million shares of Class A Special Common Stock of the Company.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect the  financial  position or results of operations of the
       Company.
  
       The Company currently is seeking to justify rates for regulated services in
       certain of its cable systems in the States of New Jersey and Connecticut on
       the basis of cost-of-service  showings. A tentative settlement,  subject to
       regulatory  approval,  has been  reached  with the State of New Jersey with
       respect  to rates for basic  cable  services  and  equipment.  The State of
       Connecticut  has  ordered  the  Company  to reduce  rates  for basic  cable
       services and equipment and to make refunds to subscribers.  The Connecticut
       decision has been appealed to the FCC. The Company and the FCC have reached
       agreement,  subject to regulatory approval, of outstanding  cost-of-service
       rate complaints for cable programming services for systems in the States of
       New Jersey and  Connecticut.  The  proposed  settlement  will also  resolve
       outstanding  complaints with regard to "benchmark" rate regulation in other
       systems.  Absent  legislative,  administrative or judicial relief,  such as
       that discussed above, the FCC regulations will continue to adversely affect
       the Company's results of operations.
  
  
  
  <PAGE>12
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                    (Unaudited)
  
  8.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  
  <TABLE>
  <CAPTION>
                                                     Domestic
                                                       Cable       Electronic      Cellular         Corporate
                                                  Communications    Retailing   Communications     and Other (1)    Total
  <S>                                             <C>           <C>            <C>            <C>             <C>
  Six Months Ended June 30, 1995
  Revenue.....................................        $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 and acquisitions.......         112,687      1,317,594        226,269          51,483      1,708,033
  Equity in net (losses) income of
      affiliates..............................          (6,921)           608           (535)        (31,058)       (37,906)
  
  Three Months Ended June 30, 1995
  Revenue.....................................        $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 and acquisitions.......          68,825          7,237        176,016          35,570        287,648
  Equity in net losses of affiliates..........          (3,952)          (450)          (271)        (16,816)       (21,489)
  
  As of June 30, 1995
  Assets......................................      $4,533,525     $1,855,170     $1,223,879      $1,394,466     $9,007,040
  Long-term debt, less current portion........       2,795,695      1,019,674        763,924       1,820,226      6,399,519
  
  Six Months Ended June 30, 1994
  Revenue.....................................        $526,622   $                  $130,986         $11,735       $669,343
  Depreciation and amortization...............         110,141                        43,634           6,719        160,494
  Operating income (loss).....................         146,838                        13,893         (31,152)       129,579
  Interest expense............................          72,763                        27,393          52,596        152,752
  Capital expenditures and acquisitions.......          81,038                        24,228           8,221        113,487
  Equity in net (losses) income of
      affiliates..............................          (4,487)         4,769                        (18,797)       (18,515)
  
  Three Months Ended June 30, 1994
  Revenue.. .................................         $265,740   $                   $70,108          $4,792       $340,640
  Depreciation and amortization .............           57,750                        22,027           3,472         83,249
  Operating income (loss) ...................           72,317                        10,034         (17,047)        65,304
  Interest expense ..........................           36,043                        13,537          23,785         73,365
  Capital expenditures and acquisitions .....           46,387                        19,125           5,576         71,088
  Equity in net (losses) income of
       affiliates ...........................           (2,150)         3,057                         (9,776)        (8,869)
  ---------------
  <FN>
  
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  
  </FN>
  </TABLE>
  
  <PAGE>13
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  
  ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash and cash equivalents and short-term investments.
  
  General Developments of Business
  
  QVC
  
  In February 1995, the Company and Tele-Communications, Inc. ("TCI") acquired all
  of the  outstanding  stock of QVC,  Inc.  ("QVC")  not  previously  owned by the
  Company and TCI  (approximately 65% of such shares on a fully diluted basis) for
  $46, in cash, per share.  The total cost of acquiring the outstanding  shares of
  QVC was approximately $1.4 billion.  Following the acquisition,  the Company and
  TCI own, through their respective subsidiaries, 57.45% and 42.55%, respectively,
  of QVC. The Company has  accounted  for the QVC  acquisition  under the purchase
  method of accounting and QVC has been consolidated with the Company beginning in
  February  1995.  The  allocation  of  the  purchase  price  to  the  assets  and
  liabilities of QVC is preliminary pending receipt of a final appraisal.
  
  The acquisition of QVC,  including the exercise of certain  warrants held by the
  Company, was financed with cash contributions from the Company and TCI of $296.3
  million and $6.6 million, respectively,  borrowings of $1.1 billion under a $1.2
  billion QVC credit facility and existing cash and cash equivalents held by QVC.
  
  Liberty  Media  Corporation,  a wholly owned  subsidiary of TCI, may, at certain
  times following February 9, 2000, trigger the exercise of certain exit rights.
  
  Maclean Hunter
  
  On December 22, 1994, the Company,  through Comcast MHCP Holdings,  L.L.C.  (the
  "LLC"),  acquired the U.S. cable television and alternate  access  operations of
  Maclean  Hunter  Limited  ("Maclean  Hunter")  from Rogers  Communications  Inc.
  ("RCI")  and  all of the  outstanding  shares  of  Barden  Communications,  Inc.
  (collectively   such  acquisitions  are  referred  to  as  the  "Maclean  Hunter
  Acquisition") for approximately $1.2 billion (subject to certain adjustments) in
  cash.  The  Company  and the  California  Public  Employees'  Retirement  System
  ("CalPERS")   invested   approximately   $305.0  million  and  $250.0   million,
  respectively, in the LLC, which is owned 55% by a wholly owned subsidiary of the
  Company and 45% by CalPERS,  and is managed by the Company.  The Maclean  Hunter
  Acquisition,  including  certain  transaction  costs,  was  financed  with  cash
  contributions  from the LLC of $555.0  million and  borrowings of $715.0 million
  under an $850.0  million  Maclean  Hunter  credit  facility.  At any time  after
  December 18, 2001,  CalPERS may elect to liquidate  its interest in the LLC at a
  price based upon the fair value of CalPERS' interest in the LLC, adjusted, under
  certain  circumstances,  for certain  performance  criteria relating to the fair
  value of the LLC or to the  Company's  common stock.  Except in certain  limited
  circumstances,   the  Company,   at  its  option,  may  satisfy  this  liquidity
  arrangement by purchasing  CalPERS'  interest for cash,  through the issuance of
  the Company's  common stock (subject to certain  limitations)  or by selling the
  LLC. The Maclean Hunter  Acquisition was accounted for under the purchase method
  of accounting and Maclean Hunter is consolidated with the Company as of December
  31, 1994.
  
  
  <PAGE>14
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  The  allocation of the purchase  price to the assets and  liabilities of Maclean
  Hunter is  preliminary  pending,  among other things,  the final  purchase price
  adjustment  between  the  Company  and  RCI.  The  terms of the  Maclean  Hunter
  Acquisition  provide for, among other things, the indemnification of the Company
  by RCI for certain liabilities,  including tax liabilities,  relating to Maclean
  Hunter prior to the acquisition date.
  
  Sprint Telecommunications Venture
  
  On  March  28,  1995,  subsidiaries  of the  Company,  TCI,  Sprint  Corporation
  ("Sprint") and Cox Communications,  Inc. ("Cox") formed several  partnerships to
  engage in the business of providing  wireless and wireline  telephony  services.
  The  principal  partnership  is known as the Sprint  Telecommunications  Venture
  ("STV").  The parties have agreed that STV and its affiliated  partnerships will
  be the exclusive vehicles for their respective  investments in certain specified
  telecommunications  activities,  subject to certain limited exceptions.  STV and
  the parties will  cross-promote  telecommunications  products and services using
  the "Sprint" brand name with cable services and products  branded by Cox, TCI or
  the Company in their cable television  systems.  A partnership owned entirely by
  subsidiaries of the Company,  known as Comcast Telephony  Services,  owns 15% of
  STV and, indirectly, each of STV's affiliated partnerships.
  
  STV will engage in the business of providing wireless  communications  services,
  primarily personal communication  services ("PCS"),  through a partnership known
  as WirelessCo.  Through WirelessCo, the partners propose to create and operate a
  seamless,  integrated,  nationwide wireless  communications  network. During the
  term of a trademark  license from an affiliate of Sprint,  WirelessCo's services
  will be marketed under the "Sprint" brand name.
  
  WirelessCo  was  the  successful  bidder  for 29  PCS  licenses  in the  auction
  conducted by the Federal  Communications  Commission  ("FCC") from December 1994
  through  mid-March  1995. The purchase price for the licenses was  approximately
  $2.11 billion,  all of which has been paid to the FCC. WirelessCo may also elect
  to bid in subsequent auctions for PCS licenses. In addition,  WirelessCo has and
  expects to  continue to invest in other  entities  that hold PCS  licenses,  may
  acquire PCS licenses  from other license  holders and may  affiliate  with other
  license holders.
  
  STV will also  engage in the  business of  providing  local  wireline  telephone
  service for both business and residential customers, primarily through the cable
  networks of cable  television  operators that affiliate with the  partnership in
  exchange for agreed upon  compensation.  Cox, TCI and the Company have agreed to
  affiliate  their cable  systems  with STV to the extent  that their  systems are
  located in markets  designated  in STV's  business  plan.  The offering of local
  wireline  telephone  services  by the  partnership  will  require the removal of
  regulatory and legislative barriers to local telephone competition.
  
  The STV  partners  intend  that the  partnership  will  succeed to the  business
  currently  conducted  by Cox,  TCI and the Company,  together  with  Continental
  Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group Inc.
  and TCG Partners  (collectively,  "TCG"). TCG is one of the largest  competitive
  access  providers in the United  States.  Pursuant to a  contribution  agreement
  entered into on March 28, 1995, Cox, TCI and the Company have agreed, subject to
  the  satisfaction of certain  conditions,  to contribute to STV their respective
  interests in TCG and in various local joint ventures among local cable operators
  and  TCG.  Such  contributions  will be  subject  to the  receipt  of  necessary
  regulatory approvals and the satisfaction of other conditions.  In addition, the
  cable partners intend to negotiate with Continental,  which owns that portion of
  TCG that is not owned by Cox, TCI or the Company,  regarding the  acquisition of
  its interest by such cable partners. 
  
                                --------------------
  
  
  <PAGE>15
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  Liquidity and Capital Resources
  
  Cash and cash  equivalents  and  short-term  investments as of June 30, 1995 and
  December  31,  1994 were  $688.8  million and $465.5  million,  respectively.  A
  portion  of these  cash  and cash  equivalents  is held by  subsidiaries  of the
  Company and is restricted to the use by these  subsidiaries under contractual or
  other arrangements.
  
  The Company's cash and cash equivalents and short-term  investments are recorded
  at cost which  approximates  their fair value.  At June 30, 1995,  the Company's
  short-term investments of $81.8 million,  excluding the Nextel common stock sold
  in July 1995 (see below),  had a weighted  average  maturity of approximately 13
  months.  However,  due to their high degree  of  liquidity  and  the  intent  of
  management  to use these  investments  as needed  to fund its  commitments,  the
  Company considers these as current assets.
  
  In January 1995, the Company exchanged its interest in Heritage  Communications,
  Inc.  with TCI for  Class A common  shares  of TCI with a fair  market  value of
  approximately $290 million (the "Heritage Transaction"). Shortly thereafter, the
  Company sold certain of these shares for total  proceeds of  approximately  $188
  million which were used to fund, in part, the acquisition of QVC. As a result of
  these transactions, the Company recognized a pre-tax gain of $141 million in the
  first quarter of 1995.
  
  In April 1995, the Company exercised certain  preemptive rights under previously
  existing  agreements with Nextel  Communications,  Inc.  ("Nextel")  whereby the
  Company has elected to purchase  approximately  9 million  newly  issued  Nextel
  shares at $12.25 per share for a total cost of  approximately  $110 million (the
  "Nextel Share Purchase  Commitment").  The purchase is contingent on the closing
  of an  acquisition  transaction  by Nextel which is expected to occur no earlier
  than the fourth quarter of 1995.
  
  In July 1995,  the Company sold 11.3 million  shares of Nextel  common stock for
  $212.6 million.  These shares,  which were  classified as long-term  investments
  available  for  sale,  had an  historical  cost  basis of  approximately  $176.1
  million. This investment has been included in short-term  investments as of June
  30, 1995 at its  estimated  fair value of $159.1  million based on the July 1995
  sale. As a result of this transaction, the Company will recognize a pre-tax gain
  of  approximately  $36.5  million  in the third  quarter  of 1995.  The  Company
  continues to hold options to acquire approximately 25.2 million shares of Nextel
  common stock in addition to the Nextel Share Purchase Commitment.
  
  In May 1995, the Company  completed the initial phase of its exchange  agreement
  with McCaw  Cellular  Communications,  Inc.  whereby the Company  acquired a 75%
  interest in the entity that holds the Ocean County,  NJ Rural  Statistical  Area
  ("RSA")  cellular  license  (the "Ocean  County  Licensee")  in exchange for the
  Company's  Hunterdon  County, NJ RSA cellular license and $37.8 million in cash.
  The Company  expects to acquire the  remaining  25% interest in the Ocean County
  Licensee before the end of 1995.
  
  Subject to agreement upon an initial  business plan, the partners have committed
  to contribute  $4.4 billion in cash to STV during the next three years, of which
  the Company's share would be $660 million,  subject to reduction  resulting from
  the method of crediting  in-kind  contributions  to STV by the partners.  Of the
  $660  million  funding  requirement,  the  Company  has made total cash  capital
  contributions  to WirelessCo of  approximately  $334.5 million  through June 30,
  1995.  The  partners'  capital   contributions  to  WirelessCo  have  been  used
  principally  to pay for the 29 PCS  licenses  acquired in the FCC auction and to
  acquire interests in another entity that holds a PCS license.  Additional equity
  requirements of STV will be funded by the partners through capital contributions
  to STV in proportion to their ownership interests.  The Company anticipates that
  STV's  capital  requirements  over the next several  years will be  significant.
  These  requirements  are  planned to be funded by external  financing  by STV in
  addition to capital  contributions  by the partners.  Although it is anticipated
  that  external  financing  will be  available  to STV on  acceptable  terms  and
  conditions, no assurances can be given as to such availability.
  
  
  <PAGE>16
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  On May 16, 1995,  the Company  issued  $250.0  million  principal  amount of its
  9-3/8% senior subordinated debentures due 2005.
  
  As of June 30,  1995,  the Company and  certain of its  subsidiaries  had unused
  lines of credit  totalling $647.1 million.  Substantially  all of these lines of
  credit are restricted to use by the respective subsidiary.
  
  The Company expects to continue to recognize  significant losses and to continue
  to pay  dividends;  therefore,  it  anticipates  that it will continue to have a
  deficiency  in  stockholders'  equity  that will  increase  for the  foreseeable
  future.   The   telecommunications   industry,   including  cable  and  cellular
  communications,   and  the  electronic   retailing   industry  are  experiencing
  increasing  competition and rapid  technological  changes.  The Company's future
  results of operations will be affected by its ability to react to changes in the
  competitive  environment  and by its  ability  to  implement  new  technologies.
  However,  management  believes that competition,  technological  changes and its
  deficiency in stockholders'  equity will not significantly affect its ability to
  obtain financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including its fixed  charges,  through its
  cash  flows  from  operating  activities,  existing  cash and cash  equivalents,
  short-term  investments,  sales of assets,  lines of credit  and other  external
  financing.
  
  Statement of Cash Flows
  
  Net cash provided by operating  activities amounted to $206.8 million and $147.6
  million  for the six months  ended  June 30,  1995 and 1994,  respectively.  The
  increase of $59.2 million is principally due to the effects of the  acquisitions
  of QVC and Maclean  Hunter,  offset by changes in working capital as a result of
  the timing of receipts and disbursements.
  
  Net  cash  provided  by (used  in)  financing  activities,  which  includes  the
  issuances of securities as well as  borrowings,  was $1.823 billion and ($378.0)
  million  during the six months ended June 30, 1995 and 1994,  respectively.  For
  the six  months  ended  June 30,  1995,  the  Company  borrowed  $2.019  billion
  consisting  of $1.1  billion in  connection  with the  acquisition  of QVC,  the
  funding of STV of $300.9  million 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.  During  the six  months  ended  June  30,  1994,  the  Company
  repurchased  or  redeemed  and retired  $368.5  million of its  long-term  debt,
  including the Company's $150.0 million,  11-7/8% senior subordinated  debentures
  due 2004.
  
  Net cash used in  (provided  by)  investing  activities  was $1.917  billion and
  ($170.5) million for the six months ended June 30, 1995 and 1994,  respectively.
  During the six months ended June 30, 1995, net cash used in investing activities
  includes  acquisitions,  including the acquisition of QVC, net of cash acquired,
  of $1.369 billion,  additional cash investments in affiliates of $431.5 million,
  including  capital  contributions  to STV 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.  Net
  proceeds of $306.4 million from the sale of short-term  investments  for the six
  months ended June 30, 1994 were used  principally to redeem and retire long-term
  debt. In addition,  during the six months ended June 30, 1994,  the Company made
  capital  expenditures of $92.7 million and made  additional cash  investments in
  affiliates of $38.2 million.
  
  Results of Operations
  
  The  effects of the QVC and  Maclean Hunter  acquisitions  have been to increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation and amortization  expense and net interest expense.  However, it is
  expected  that because of the increases in  depreciation  and  amortization  and
  interest expense  associated with these  acquisitions  and their financing,  the
  Company  will  continue  to  recognize  substantial  losses for the  foreseeable
  future.
  
  <PAGE>17
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  For the six and  three  months  ended  June  30,  1995  and  1994,  the  Company
  recognized  operating  income before  depreciation  and  amortization  (commonly
  referred to in the  Company's  businesses  as  "operating  cash flow") of $480.4
  million,  $290.1 million, $260.8 million and $148.6 million,  respectively.  The
  increases  of $190.3  million or 66% and $112.2  million or 76% from 1994 to the
  same periods in 1995 are a result of the items discussed  below.  Operating cash
  flow is a measure  of a  company's  ability  to  generate  cash to  service  its
  obligations,  including  debt service  obligations,  and to finance  capital and
  other expenditures. In part due to the capital intensive nature of the Company's
  businesses  and the resulting  significant  level of non-cash  depreciation  and
  amortization expense, operating cash flow is frequently used as one of the bases
  for comparing the Company's businesses.  Operating cash flow does not purport to
  represent  net income or net cash  provided by  operating  activities,  as those
  terms are defined under generally accepted accounting principles, and should not
  be  considered as an  alternative  to such  measurements  as an indicator of the
  Company's  performance.  See "Statement of Cash Flows" above for a discussion of
  net cash provided by operating activities.
  
  The Company recognized revenue of $1.487 billion, $669.3 million, $823.6 million
  and $340.6  million for the six and three  months  ended June 30, 1995 and 1994,
  respectively,  representing  increases  of  $817.7  million  or 122% and  $483.0
  million  or 142% from 1994 to the same  periods  in 1995.  For the six and three
  months ended June 30, 1995,  approximately  48% and 44%,  respectively,  of such
  revenue  represents  service  income  related to the Company's  cable  division,
  approximately  39% and 43%,  respectively,  represents net sales from electronic
  retailing as a result of the consolidation of QVC and approximately 12% and 11%,
  respectively,  represents  service  income  related  to the  Company's  cellular
  division.  For the six and three months ended June 30, 1994,  approximately  79%
  and 78%, respectively,  of such revenue represents service income related to the
  Company's cable division and approximately 20% and 21%, respectively, represents
  service income related to the Company's cellular division.
  
  Cost of goods  sold from  electronic  retailing  was $350.2  million  and $212.2
  million  for the five and  three  months  ended  June  30,  1995,  respectively,
  representing  approximately  60% and 59% of net sales from electronic  retailing
  for those periods.
  
  Operating,  selling,  general and  administrative  expenses were $656.5 million,
  $379.3  million,  $350.6 million and $192.1 million for the six and three months
  ended June 30, 1995 and 1994,  respectively,  representing  increases  of $277.2
  million or 73% and $158.5  million or 83% from 1994 to the same periods in 1995.
  For the six and three  months ended June 30,  1995,  approximately  55% and 51%,
  respectively,   of  such  expenses  relate  to  the  Company's  cable  division,
  approximately 21% and 25%, respectively,  relate to the consolidation of QVC and
  approximately  16% for each period relates to the Company's  cellular  division.
  For the six and three  months ended June 30,  1994,  approximately  71% for each
  period  of  such  expenses   related  to  the  Company's   cable   division  and
  approximately  19% and 20%,  respectively,  related  to the  Company's  cellular
  division.
  
  Depreciation and amortization was $387.0 million, $160.5 million, $143.6 million
  and $83.2  million  for the six and three  months  ended June 30, 1995 and 1994,
  respectively, representing increases of $226.5 million or 141% and $60.4 million
  or 73% from  1994 to the same  periods  in 1995.  The  increases  are due to the
  effects  of the  rebuild  of certain of the  Company's  cellular  equipment,  as
  described  below, as well as depreciation  and  amortization  resulting from the
  acquisitions of QVC and Maclean Hunter.
  
  Interest  expense was $250.6 million,  $152.8 million,  $133.0 million and $73.4
  million for the six and three months ended June 30, 1995 and 1994, respectively,
  representing  increases  of $97.8  million or 64% and $59.6  million or 81% from
  1994 to the same periods in 1995.  The  increases are primarily due to increased
  levels of debt associated with the acquisitions of QVC and Maclean Hunter.
  
  The Company has entered  into  interest  rate  protection  products to limit the
  Company's  exposure to loss from adverse  fluctuations  in interest rates. As of
  June 30, 1995, $815.0 million of the Company's variable rate debt was protected
  
  <PAGE>18
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  by these products.  Such agreements mature on various dates through 1997 and the
  related  differentials  to be paid or received are recognized  over the terms of
  the agreements.
  
  For the six and  three  months  ended  June 30,  1995 and  1994,  the  Company's
  earnings before extraordinary items, income tax expense, equity in net losses of
  affiliates  and fixed charges  (interest  expense) were $272.6  million,  $143.1
  million, $135.3 million and $70.5 million,  respectively.  Excluding the pre-tax
  gain of $141 million  recognized in the first quarter of 1995 in connection with
  the  Heritage  Transaction,  these  earnings  were not  adequate  to  cover  the
  Company's  fixed charges of $250.6 million,  $152.8 million,  $133.0 million and
  $73.4 million for these periods,  respectively.  Fixed charges include  non-cash
  interest of $27.4 million,  $26.3  million,  $13.9 million and $12.7 million for
  the six and  three  months  ended  June 30,  1995 and  1994,  respectively.  The
  inadequacy  of these  earnings to cover fixed  charges is  primarily  due to the
  substantial non-cash charges for depreciation and amortization expense of $387.0
  million,  $160.5 million, $143.6 million and $83.2 million for the six and three
  months  ended  June 30,  1995 and 1994,  respectively,  which  includes  a first
  quarter  1995  pre-tax  charge  associated  with the  rebuild  of certain of the
  Company's cellular equipment.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities  because of its existing  cash and cash  equivalents  and  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  
  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.
  
  Minority interest and other income was $13.8 million, $3.4 million, $5.4 million
  and  $375,000  for the six and  three  months  ended  June 30,  1995  and  1994,
  respectively, representing increases of $10.4 million and $5.0 million from 1994
  to the same periods in 1995.  These  increases  are  primarily  attributable  to
  minority  interests  in the net  income or loss of QVC,  Maclean  Hunter and the
  Company's United Kingdom operations.
  
  The Company  recognized  income tax expense of $14.0  million,  $365,000,  $10.1
  million and $1.0  million for the six and three  months  ended June 30, 1995 and
  1994,  respectively.  The  increases  from 1994 to the same  periods in 1995 are
  primarily attributable to the acquisition of QVC.
  
  The Company paid  premiums  and  expensed  unamortized  debt  acquisition  costs
  totalling $18.0 million during the six months ended June 30, 1994,  primarily as
  a result of the redemption of its $150.0  million,  11-7/8% senior  subordinated
  debentures due 2004,  resulting in the Company recording an extraordinary  loss,
  net of tax, of $11.7 million or $.05 per share.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  Cable Communications
  
  The Company's cable division recognized service income of $709.6 million, $526.6
  million,  $362.5  million and $265.7  million for the six and three months ended
  June 30, 1995 and 1994,  respectively,  representing increases of $183.0 million
  or 35% and $96.8  million  or 36% from  1994 to the same  periods  in 1995.  The
  Maclean  Hunter  acquisition  accounted for $132.0  million and $67.5 million of
  these increases.  The remaining increases of $51.0 million and $29.3 million are
  attributable   to  subscriber   growth  of  $34.4  million  and  $17.7  million,
  respectively, new product
  
  <PAGE>19
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  offerings of $7.1 million and $4.8 million,  respectively,  and $9.5 million and
  $6.8  million  relating  to changes  in rates  which  include  the change in the
  estimated effects of cable rate regulation, respectively.
  
  Operating,  selling, general and administrative expenses for the Company's cable
  division were $361.9 million,  $269.6 million, $179.9 million and $135.7 million
  for the six and  three  months  ended  June  30,  1995 and  1994,  respectively,
  representing  increases  of $92.3  million or 34% and $44.2  million or 33% from
  1994 to the same periods in 1995. The Maclean Hunter  acquisition  accounted for
  $71.2 million and $35.1 million of these increases.  The remaining  increases of
  $21.1  million and $9.1  million are  attributable  to increases in the costs of
  labor,  billing and cable  programming as a result of subscriber growth and rate
  increases.  It is anticipated that the Company's cost of cable  programming will
  increase  in the  future as cable  programming  rates  increase  and  additional
  sources of cable programming become available.
  
  Electronic Retailing
  
  As a result of the QVC  acquisition,  the Company  commenced  consolidating  the
  financial  results  of QVC,  effective  February  1, 1995,  on a current  basis.
  Comparative pro forma  financial  information for the six and three months ended
  June 30, 1995 and 1994 is presented  herein for purposes of analysis and may not
  reflect what actual results of operations  would have been had the Company owned
  QVC since January 1, 1994.
  
  QVC recognized net sales from  electronic  retailing of $715.9  million,  $609.3
  million,  $357.4  million and $297.4  million for the six and three months ended
  June 30, 1995 and 1994,  respectively,  representing increases of $106.6 million
  or 17% and $60.0 million or 20% from 1994 to the same periods in 1995. Excluding
  an increase of $11.8  million for both the six and three  months  ended June 30,
  1995, which relates to the consolidation of QVC's UK operations  effective April
  1, 1995,  the  increases in net sales from  electronic  retailing in the six and
  three months ended June 30, 1995 include the effects of a 6% increase,  for both
  periods,  in net sales per full time equivalent home in the U.S. and the effects
  of 9% and 10%  increases,  respectively,  in the  average  number  of QVC  homes
  receiving QVC services.
  
  Full-time  equivalent  homes equal the total number of cable homes receiving the
  QVC service 24 hours per day plus  one-third of the  part-time  cable homes plus
  one-half of the satellite dish homes.  This  calculation  reflects the Company's
  estimate of the relative  value to the Company of part-time  homes and satellite
  dish homes compared to full-time homes.
  
  QVC recognized operating, selling, general and administrative expenses of $168.8
  million,  $146.1 million,  $88.5 million and $73.2 million for the six and three
  months  ended June 30, 1995 and 1994,  respectively,  representing  increases of
  $22.7  million or 16% and $15.3  million or 21% from 1994 to the same periods in
  1995.  Excluding  an increase of $7.7  million for both the six and three months
  ended  June 30,  1995  relating  to the  consolidation  of  QVC's UK  operations
  effective April 1, 1995, these increases are principally  attributable to higher
  advertising  costs  and  additional  costs  associated  with  secondary  channel
  services.
  
  QVC recognized cost of goods sold from  electronic  retailing of $428.3 million,
  $368.9  million,  $212.2 million and $178.6 million for the six and three months
  ended June 30, 1995 and 1994, respectively.  Such costs have remained consistent
  as a percentage of sales,  representing 60% and 59%, respectively,  of net sales
  from  electronic  retailing for the six and three months ended June 30, 1995 and
  61% and 60%,  respectively,  of net sales from electronic  retailing for the six
  and three months ended June 30, 1994.
  
  Cellular Communications
  
  The Company's  cellular  division  recognized  service income of $176.4 million,
  $131.0  million,  $94.3  million and $70.1  million for the six and three months
  ended June 30, 1995 and 1994, respectively, representing increases of $45.4
  
  <PAGE>20
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  million or 35% and $24.2  million or 35% from 1994 to the same  periods in 1995.
  The increases are  attributable to subscriber  growth,  partially  offset by the
  effects of decreases in the average  minutes-of-use per cellular subscriber from
  1994 to the same  periods  in 1995.  The  Company  expects  the trend in average
  minutes-of-use per cellular subscriber to continue in the future.
  
  Operating,  selling,  general  and  administrative  expenses  for the  Company's
  cellular  division were $105.6 million,  $73.5 million,  $54.7 million and $38.0
  million for the six and three months ended June 30, 1995 and 1994, respectively,
  representing  increases  of $32.1  million or 44% and $16.7  million or 44% from
  1994 to the same periods in 1995. These increases are primarily due to increases
  in commissions and marketing expense as a result of subscriber growth.
  
  The  Company's  cellular  division  has entered  into an  agreement  to purchase
  approximately  $172.0  million  of  switching  and  cell  site  equipment.  This
  equipment will replace existing  switching and cell site equipment.  The Company
  expects the rebuild to be completed in the third  quarter of 1995. In accordance
  with the  provisions  of Statement of Financial  Accounting  Standards  No. 121,
  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
  be Disposed  Of," during the first quarter of 1995,  the Company  charged to its
  results  of  operations   approximately  $110.0  million  which  represents  the
  difference  between the net book value of the  equipment  to be replaced and the
  residual value  expected to be realized upon its disposal.  This charge has been
  reflected in the Company's  condensed  consolidated  statement of operations and
  accumulated deficit as a component of depreciation and amortization expense.
  
  Cable Rate Regulation Developments
  
  The Company  currently  is seeking to justify  rates for  regulated  services in
  certain of its cable systems in the States of New Jersey and  Connecticut on the
  basis of cost-of-service showings. A tentative settlement, subject to regulatory
  approval,  has been  reached  with the State of New Jersey with respect to rates
  for basic cable services and equipment. The State of Connecticut has ordered the
  Company to reduce  rates for basic  cable  services  and  equipment  and to make
  refunds to subscribers.  The Connecticut  decision has been appealed to the FCC.
  The Company and the FCC have reached agreement,  subject to regulatory approval,
  of outstanding  cost-of-service  rate complaints for cable programming  services
  for systems in the States of New Jersey and Connecticut. The proposed settlement
  will  also  resolve  outstanding  complaints  with  regard to  "benchmark"  rate
  regulation in other  systems.  Absent  legislative,  administrative  or judicial
  relief,  such as that  discussed  above,  the FCC  regulations  will continue to
  adversely affect the Company's results of operations.
  
  
  
  <PAGE>21
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  PART II. OTHER INFORMATION
  
       ITEM 1. Legal Proceedings
  
       1.   In June  1995,  a  three-judge  panel of the  United  States  Court of
            Appeals for the District of Columbia Circuit generally upheld the rate
            regulations  adopted  by the  FCC  pursuant  to the  Cable  Television
            Consumer  Protection  and  Competition  Act of 1992. In July 1995, the
            Company and other cable  television  operators and trade  associations
            petitioned  for a rehearing of this decision by the entire court.  The
            court has not yet ruled on that petition.
  
       2.   In March 1995, the Company  entered into  agreements to settle various
            disputes pending in the courts and at the FCC regarding the ownership,
            operation  and  transfer  of the license  for the  cellular  telephone
            system  in the  Atlantic  City,  New  Jersey  MSA.  As  part  of  that
            settlement,  the Company,  in June 1995,  purchased an 80% interest in
            the cellular  telephone system in the Vineland,  New Jersey RSA and an
            additional  9.3%  interest in the  Atlantic  City MSA.  The  remaining
            portion of the settlement,  which involves the transfer to the Company
            of control of the Atlantic City cellular  telephone system, is subject
            to a favorable  determination at the FCC of proceedings concerning the
            status of the current Atlantic City cellular licensee, approval by the
            FCC of the  transfer to the  Company of the  cellular  license,  other
            regulatory approvals and consents of third parties.
  
       ITEM 4. Submission of Matters to a Vote of Security Holders
  
       At the Annual  Meeting on June 21,  1995,  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                      34,065,822               130,450
                                            Class B                     131,793,750
  
       Julian A. Brodsky                    Class A                      34,079,326               116,946
                                            Class B                     131,793,750
  
       Brian L. Roberts                     Class A                      34,076,113               120,159
                                            Class B                     131,793,750
  
       Daniel Aaron                         Class A                      34,075,719               120,553
                                            Class B                     131,793,750
  
       Gustave G. Amsterdam                 Class A                      34,123,261                73,011
                                            Class B                     131,793,750
  
       Sheldon M. Bonovitz                  Class A                      33,368,339               827,933
                                            Class B                     131,793,750
  
       Joseph L. Castle II                  Class A                      34,128,088                68,184
                                            Class B                     131,793,750
  
       Bernard C. Watson                    Class A                      34,128,288                67,984
                                            Class B                     131,793,750
  
       Irving A. Wechsler                   Class A                      34,125,227                71,045
                                            Class B                     131,793,750
  
       Anne Wexler                          Class A                      34,072,010               124,262
                                            Class B                     131,793,750
  </TABLE>
  
  
  <PAGE>22
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
       A proposal to the Board of  Directors  to amend the  Company's  articles of
       incorporation  to  provide  that  future  amendments  shall be adopted by a
       majority of votes cast.
  
  <TABLE>
  <CAPTION>
                                                                                               Broker
        Class of Stock            For                 Against             Abstain              Nonvote
  <S>                        <C>                  <C>                    <C>                  <C>
           Class A             21,758,071           5,100,084             361,961              6,976,156
           Class B            131,793,750
  </TABLE>
  
       Ratify  the   appointment  of  Deloitte  &  Touche  LLP  as  the  Company's
       independent auditors for the 1995 fiscal year.
  
        Class of Stock            For                 Against             Abstain
           Class A             34,120,044             37,042               39,186
           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:
  
            4.1  Form of Debenture relating to the Company's $250.0 million 9-3/8%
                 senior subordinated debentures due 2005.
  
            10.1 Amendment  No. 5 and waiver,  dated as of June 14,  1995,  to the
                 Credit  Agreement  dated  as of March 4,  1992,  between  Comcast
                 Cellular   Communications,   Inc.,  the  banks  therein  and  the
                 Toronto-Dominion Bank Trust Company, as administrative agent.
  
            27.1 Financial Data Schedule.
  
            27.2 Restated Financial Data Schedule.
  
       (b)  Reports on Form 8-K
  
            (i)  The  Company  filed a Current  Report on Form 8-K under Item 5 on
                 April 13, 1995 relating to the  Telecommunications  Joint Venture
                 among subsidiaries of the  Company,  Tele-Communications,  Inc.,
                 Sprint Corporation and Cox Communications, Inc.
  
            (ii) The  Company  filed a Current  Report on Form 8-K under Item 2 on
                 April 25, 1995 relating to the  acquisition  of QVC,  Inc.  which
                 included the Company's Unaudited Pro Forma Condensed Consolidated
                 Financial  Statements  as of and for the year ended  December 31,
                 1994,  the  Consolidated  and Combined  Financial  Statements  of
                 Comcast MHCP Holdings,  L.L.C. and the Predecessor Corporation as
                 of December 31, 1994 and 1993 and for the periods from January 1,
                 1994 to December  21, 1994 and  December 22, 1994 to December 31,
                 1994 and the years  ended  December  31,  1993 and 1992,  and the
                 Consolidated  Financial  Statements of QVC, Inc.  (formerly,  QVC
                 Network,  Inc.) as of and for the three years  ended  January 31,
                 1995.
  
  
  
  <PAGE>23
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  
                                     SIGNATURE
  
       Pursuant to the  Requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                        COMCAST CORPORATION
  
  
  
  
  
  
  
  
                                         /s/ LAWRENCE S. SMITH
  
                                        Lawrence S. Smith
                                        Senior Vice President
                                        Accounting and Administration
                                        (Chief Accounting Officer)
  
  
  
  Date: August 14, 1995
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 96334}]
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, 1995
  
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 For the Transition Period from ________ to ________.
  
                           Commission File Number 0-6983
  
                                COMCAST CORPORATION
                                 [GRAPHIC OMITTED]
  
               (Exact name of registrant as specified in its charter)
  
              PENNSYLVANIA                                23-1709202
  
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)
  
                  1500 Market Street, Philadelphia, PA 19102-2148
  
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  _X_                                           No ___
  
  As of June 30, 1995,  there were  191,916,990  shares of Class A Special  Common
  Stock, 39,074,706 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, 1995
  
                                 TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.    FINANCIAL INFORMATION
  
             Item 1.       Financial Statements
  
                           Condensed Consolidated Balance
                           Sheet at June 30, 1995 and December 31,
                           1994 (Unaudited).....................................2
  
                           Condensed Consolidated Statement of
                           Operations and Accumulated Deficit for
                           the Six and Three Months Ended June 30,
                           1995 and 1994 (Unaudited)............................3
  
                           Condensed Consolidated Statement of Cash
                           Flows for the Six Months Ended June 30, 1995
                           and 1994 (Unaudited).................................4
  
                           Notes to Condensed Consolidated
                           Financial Statements (Unaudited)................5 - 12
  
             Item 2.       Management's Discussion and Analysis
                           of Financial Condition and Results of
                           Operations.....................................13 - 20
  
  PART II.   OTHER INFORMATION
  
             Item 1.       Legal Proceedings...................................21
  
             Item 4.       Submission of Matters to a Vote of
                           Security Holders....................................21
  
             Item 6.       Exhibits and Reports on Form 8-K....................22
  2
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  (Dollars in thousands)
                                                                                  June 30,                  December 31,
                                                                                    1995                        1994
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents.............................................      $447,889                     $335,320
      Short-term investments, at cost which approximates fair value.........       240,940                      130,134
      Accounts receivable, less allowance for doubtful accounts
          of $84,607 and $11,272............................................       301,615                      108,245
      Inventories, net......................................................       196,849                       18,553
      Prepaid charges and other.............................................        38,988                       16,254
      Deferred income taxes.................................................        56,610
                                                                                ----------                   ----------
          Total current assets..............................................     1,282,891                      608,506
                                                                                ----------                   ----------
  
  INVESTMENTS, principally in affiliates....................................       900,881                      797,075
                                                                                ----------                   ----------
  
  PROPERTY AND EQUIPMENT....................................................     2,338,663                    2,081,256
      Accumulated depreciation..............................................      (863,913)                    (823,570)
                                                                                ----------                   ----------
      Property and equipment, net...........................................     1,474,750                    1,257,686
                                                                                ----------                   ----------
  
  DEFERRED CHARGES..........................................................     6,358,224                    4,945,613
      Accumulated amortization..............................................    (1,009,706)                    (845,896)
                                                                                ----------                   ----------
      Deferred charges, net.................................................     5,348,518                    4,099,717
                                                                                ----------                   ----------
                                                                                $9,007,040                   $6,762,984
                                                                                ==========                   ==========
  
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
      Accounts payable and accrued expenses.................................      $707,268                     $402,869
      Accrued interest......................................................        73,880                       60,219
      Subscribers' advance payments and other...............................        20,777                       14,637
      Current portion of long-term debt.....................................       332,009                      182,913
                                                                                ----------                   ----------
          Total current liabilities.........................................     1,133,934                      660,638
                                                                                ----------                   ----------
  
  LONG-TERM DEBT, less current portion......................................     6,399,519                    4,810,541
                                                                                ----------                   ----------
  
  DEFERRED INCOME TAXES....................................................      1,517,013                    1,390,849
                                                                                ----------                   ----------
  
  MINORITY INTEREST AND OTHER...............................................       710,679                      627,745
                                                                                ----------                   ----------
  
  COMMITMENTS AND CONTINGENCIES
  STOCKHOLDERS' DEFICIENCY
      Class A Special Common Stock, $1 par value - authorized, 500,000,000
          shares; issued, 191,916,990 and 191,230,684.......................       191,917                      191,231
      Class A Common Stock, $1 par value - authorized, 200,000,000
          shares;  issued, 39,074,706 and 39,019,809........................        39,075                       39,020
      Class B Common Stock, $1 par value - authorized, 50,000,000
          shares;  issued, 8,786,250........................................         8,786                        8,786
      Additional capital....................................................       882,940                      875,501
      Accumulated deficit...................................................    (1,868,738)                  (1,827,647)
      Unrealized gains on marketable securities.............................         6,283                        3,862
      Cumulative translation adjustments....................................       (14,368)                     (17,542)
                                                                                ----------                   ----------
          Total stockholders' deficiency....................................      (754,105)                    (726,789)
                                                                                ----------                   ----------
                                                                                $9,007,040                   $6,762,984
                                                                                ==========                   ==========
  See notes to condensed consolidated financial statements.
  3
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
       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,
                                                                         1995         1994         1995         1994
  REVENUE
      Service income............................................       $902,752     $669,343      $466,165     $340,640
      Net sales from electronic retailing.......................        584,426                    357,407
                                                                    -----------  -----------   -----------  ----------- 
                                                                      1,487,178      669,343       823,572      340,640
                                                                    -----------  -----------   -----------  ----------- 
  
  COSTS AND EXPENSES
      Operating.................................................        367,357      201,472       195,890      100,573
      Cost of goods sold from electronic retailing..............        350,246                    212,172
      Selling, general and administrative.......................        289,145      177,798       154,686       91,514
      Depreciation and amortization.............................        387,043      160,494       143,566       83,249
                                                                    -----------  -----------   -----------  ----------- 
                                                                      1,393,791      539,764       706,314      275,336
                                                                    -----------  -----------   -----------  ----------- 
  
  OPERATING INCOME..............................................         93,387      129,579       117,258       65,304
  
  INVESTMENT (INCOME) EXPENSE
      Interest expense..........................................        250,551      152,752       132,964       73,365
      Investment income.........................................       (165,424)     (10,103)      (12,600)      (4,830)
      Equity in net losses of affiliates........................         37,906       18,515        21,489        8,869
      Minority interest and other...............................        (13,759)      (3,417)       (5,401)        (375)
                                                                    -----------  -----------   -----------  ----------- 
                                                                        109,274      157,747       136,452       77,029
                                                                    -----------  -----------   -----------  ----------- 
  
  LOSS BEFORE INCOME TAX EXPENSE AND EXTRAORDINARY
      ITEMS.....................................................        (15,887)     (28,168)      (19,194)     (11,725)
  
  INCOME TAX EXPENSE............................................         14,035          365        10,100        1,031
                                                                    -----------  -----------   -----------  ----------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................        (29,922)     (28,533)      (29,294)     (12,756)
  
  EXTRAORDINARY ITEMS...........................................                      11,703                        123
                                                                    -----------  -----------   -----------  ----------- 
  
  NET LOSS......................................................        (29,922)     (40,236)      (29,294)     (12,879)
  
  ACCUMULATED DEFICIT
      Beginning of period ......................................     (1,827,647)  (1,717,931)   (1,833,858)  (1,751,279)
      Dividends declared - $.0467, $.0467, $.0233
          and $.0233 per share..................................        (11,169)     (11,556)       (5,586)      (5,565)
                                                                    -----------  -----------   -----------  ----------- 
      End of period.............................................    ($1,868,738) ($1,769,723)  ($1,868,738) ($1,769,723)
                                                                    ===========  ===========   ===========  =========== 
  
  LOSS PER SHARE
      Loss before extraordinary items...........................          ($.12)       ($.12)        ($.12)       ($.05)
      Extraordinary items.......................................                        (.05)
                                                                    -----------  -----------   -----------  ----------- 
              Net Loss..........................................          ($.12)       ($.17)        ($.12)       ($.05)
                                                                    ===========  ===========   ===========  =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD......................        239,541      233,648       239,674      238,829
                                                                    ===========  ===========   ===========  ===========
  See notes to condensed consolidated financial statements.
  4
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)
  (Dollars in thousands)
                                                                                        Six Months Ended June 30,
                                                                                     1995                         1994
  OPERATING ACTIVITIES
      Net loss..............................................................      ($29,922)                    ($40,236)
      Noncash items included in net loss:
          Depreciation and amortization.....................................       387,043                      160,494
          Interest expense..................................................        27,360                       26,304
          Equity in net losses of affiliates................................        37,906                       18,515
          Gain on sale of division..........................................                                     (5,825)
          Gain on sale of long-term investment..............................      (140,968)
          Extraordinary items...............................................                                     11,703
          Deferred income taxes, minority interest and other................       (21,296)                       2,680
                                                                                ----------                   ---------- 
                                                                                   260,123                      173,635
  
      Decrease (increase) in accounts receivable, net.......................        26,662                      (10,071)
      (Increase) decrease in inventories, net...............................       (10,889)                         175
      Increase in prepaid charges and other.................................       (12,348)                      (4,538)
      Decrease in accounts payable and accrued expenses
          and subscribers' advance payments and other.......................       (69,778)                      (1,435)
      Increase (decrease) in accrued interest...............................        13,069                      (10,209)
                                                                                ----------                   ---------- 
              Net cash provided by operating activities.....................       206,839                      147,557
                                                                                ----------                   ---------- 
  
  FINANCING ACTIVITIES
      Borrowings............................................................     2,018,977                          959
      Retirement and repayment of debt......................................      (194,378)                    (368,496)
      Issuance of common stock, net.........................................         1,413                        2,184
      Equity contribution to a subsidiary...................................         6,556
      Dividends.............................................................       (11,169)                     (11,556)
      Other.................................................................         1,488                       (1,059)
                                                                                ----------                   ---------- 
              Net cash provided by (used in) financing activities...........     1,822,887                     (377,968)
                                                                                ----------                   ---------- 
  
  INVESTING ACTIVITIES
      Acquisitions, net of cash acquired....................................     1,369,073                       20,795
      Sales of short-term investments, net..................................       (48,331)                    (306,410)
      Increase in investments, principally in affiliates....................       431,525                       38,244
      Proceeds from sale of long-term investment............................      (188,096)
      Additions to property and equipment...................................       338,960                       92,692
      Proceeds from sale of division........................................                                    (28,183)
      Other.................................................................        14,026                       12,338
                                                                                ----------                   ---------- 
              Net cash used in (provided by) investing activities...........     1,917,157                     (170,524)
                                                                                ----------                   ---------- 
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.........................        112,569                      (59,887)
      Cash and Cash Equivalents, Beginning of Period........................       335,320                      160,434
                                                                                ----------                   ---------- 
  
  CASH AND CASH EQUIVALENTS, End of Period..................................      $447,889                     $100,547
                                                                                  ========                     ========
  See notes to condensed consolidated financial statements.
  5
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The  condensed  consolidated  balance  sheet at December  31, 1994 has been
       condensed  from the  audited  balance  sheet at that  date.  The  condensed
       consolidated  balance sheet at June 30, 1995,  the  condensed  consolidated
       statement  of  operations  and  accumulated  deficit  for the six and three
       months  ended  June  30,  1995  and  1994  and the  condensed  consolidated
       statement  of cash  flows for the six months  ended June 30,  1995 and 1994
       have been prepared by Comcast Corporation (the "Company") and have not been
       audited  by  the  Company's   Independent   Auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments  and the  adjustment  described in Note 3) necessary to present
       fairly the financial position, results of operations and cash flows at June
       30, 1995 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1994 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1995
       are not necessarily indicative of operating results for the full year.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during the period. For the six and three months ended June 30,
       1995 and 1994,  all of the common stock  equivalents  have an  antidilutive
       effect  on the loss  per  share  and,  therefore,  have  not  been  used in
       determining the total weighted average number of common shares outstanding.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1995, the Company adopted the provisions of Statement
       of Financial  Accounting  Standards  ("SFAS") No. 121,  "Accounting for the
       Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
       Of." There was no cumulative effect of the adoption of SFAS No. 121.
  
       As a result of the acquisition of QVC (see Note 3), the Company adopted the
       following accounting policies:
  
       Inventories
       Inventories,  consisting primarily of products held for sale, are stated at
       the lower of cost or market. Cost is determined by the first-in,  first-out
       method.
  
       Net Sales and Returns
       Net sales from electronic  retailing are recognized at the time of shipment
       to  customers.  An  allowance  for  returned  merchandise  is provided as a
       percentage of sales based on historical experience.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       QVC
  
       In  February  1995,  the  Company  and  Tele-Communications,  Inc.  ("TCI")
       acquired all of the outstanding  stock of QVC, Inc.  ("QVC") not previously
       owned by the Company and TCI  (approximately  65% of such shares on a fully
       diluted basis) for $46, in cash, per share. The total cost of acquiring the
       outstanding  shares of QVC was  approximately  $1.4 billion.  Following the
       acquisition, the Company and TCI own, through their respective
  6
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       subsidiaries,  57.45% and  42.55%,  respectively,  of QVC.  The Company has
       accounted for the QVC  acquisition  under the purchase method of accounting
       and QVC has been  consolidated with the Company beginning in February 1995.
       The allocation of the purchase  price to the assets and  liabilities of QVC
       is preliminary pending receipt of a final appraisal.
  
       The acquisition of QVC,  including the exercise of certain warrants held by
       the Company,  was financed with cash contributions from the Company and TCI
       of  $296.3  million  and $6.6  million,  respectively,  borrowings  of $1.1
       billion under a $1.2 billion QVC credit facility and existing cash and cash
       equivalents held by QVC.
  
       Liberty  Media  Corporation,  a wholly  owned  subsidiary  of TCI,  may, at
       certain times following  February 9, 2000,  trigger the exercise of certain
       exit rights.
  
       Sprint Telecommunications Venture
  
       On March 28, 1995,  subsidiaries of the Company,  TCI,  Sprint  Corporation
       ("Sprint") and Cox Communications, Inc. ("Cox") formed several partnerships
       to engage in the  business of providing  wireless  and  wireline  telephony
       services.    The   principal   partnership   is   known   as   the   Sprint
       Telecommunications  Venture ("STV"). The  parties  have agreed that STV and
       its  affiliated  partnerships  will be the  exclusive  vehicles  for  their
       respective investments in certain specified telecommunications  activities,
       subject  to  certain   limited   exceptions.   STV  and  the  parties  will
       cross-promote  telecommunications  products and services using the "Sprint"
       brand name with cable  services  and  products  branded by Cox,  TCI or the
       Company in their cable television  systems. A partnership owned entirely by
       subsidiaries of the Company, known as Comcast Telephony Services,  owns 15%
       of STV and, indirectly, each of STV's affiliated partnerships.
  
       STV will  engage  in the  business  of  providing  wireless  communications
       services,  primarily  personal  communication  services ("PCS"),  through a
       partnership known as WirelessCo.  Through WirelessCo,  the partners propose
       to  create  and  operate  a  seamless,   integrated,   nationwide  wireless
       communications  network.  During the term of a  trademark  license  from an
       affiliate  of Sprint,  WirelessCo's  services  will be  marketed  under the
       "Sprint" brand name.
  
       WirelessCo  was the  successful  bidder for 29 PCS  licenses in the auction
       conducted by the Federal  Communications  Commission  ("FCC") from December
       1994  through  mid-March  1995.  The  purchase  price for the  licenses was
       approximately  $2.11  billion,  all of  which  has  been  paid to the  FCC.
       WirelessCo  may also elect to bid in subsequent  auctions for PCS licenses.
       In  addition,  WirelessCo  has and  expects to  continue to invest in other
       entities  that hold PCS  licenses,  may  acquire  PCS  licenses  from other
       license holders and may affiliate with other license holders.
  
       STV will also engage in the business of providing local wireline  telephone
       service for both business and residential customers,  primarily through the
       cable  networks  of cable  television  operators  that  affiliate  with the
       partnership  in exchange  for agreed upon  compensation.  Cox,  TCI and the
       Company have agreed to affiliate their cable systems with STV to the extent
       that their  systems are  located in markets  designated  in STV's  business
       plan. The offering of local wireline  telephone services by the partnership
       will require the removal of regulatory  and  legislative  barriers to local
       telephone competition.
  
       The STV partners intend that the  partnership  will succeed to the business
       currently conducted by Cox, TCI and the Company,  together with Continental
       Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group
       Inc.  and TCG  Partners  (collectively,  "TCG").  TCG is one of the largest
       competitive   access  providers  in  the  United  States.   Pursuant  to  a
       contribution  agreement  entered into on March 28,  1995,  Cox, TCI and the
       Company have agreed, subject to the satisfaction of certain conditions,  to
       contribute to STV their respective
  7
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       interests  in TCG and in various  local  joint  ventures  among local cable
       operators  and TCG.  Such  contributions  will be subject to the receipt of
       necessary regulatory approvals and the satisfaction of other conditions. In
       addition,  the cable partners intend to negotiate with  Continental,  which
       owns  that  portion  of TCG that is not owned by Cox,  TCI or the  Company,
       regarding the acquisition of its interest by such cable partners.
  
       Subject to agreement  upon an initial  business  plan,  the  partners  have
       committed to  contribute  $4.4 billion in cash to STV during the next three
       years,  of which the  Company's  share  would be $660  million,  subject to
       reduction  resulting from the method of crediting in-kind  contributions to
       STV by the partners.  Of the $660 million funding requirement,  the Company
       has made total cash capital  contributions  to WirelessCo of  approximately
       $334.5 million through June 30, 1995. The partners'  capital  contributions
       to  WirelessCo  have been  principally  used to pay for the 29 PCS licenses
       acquired in the FCC auction and to acquire interests in another entity that
       holds a PCS license.  Additional equity  requirements of STV will be funded
       by the partners through capital contributions to STV in proportion to their
       ownership   interests.   The  Company   anticipates   that  STV's   capital
       requirements  over  the  next  several  years  will be  significant.  These
       requirements  are  planned  to be funded by  external  financing  by STV in
       addition  to  capital  contributions  by  the  partners.   Although  it  is
       anticipated that external  financing will be available to STV on acceptable
       terms and conditions, no assurances can be given as to such availability.
  
       Cellular Rebuild
  
       The Company's  cellular  division has entered into an agreement to purchase
       approximately  $172.0  million of switching and cell site  equipment.  This
       equipment  will replace  existing  switching and cell site  equipment.  The
       Company  expects the rebuild to be completed in the third  quarter of 1995.
       In accordance with the provisions of SFAS No. 121, during the first quarter
       of 1995,  the Company  charged to its results of  operations  approximately
       $110.0 million which  represents the difference  between the net book value
       of the  equipment  to be replaced  and the  residual  value  expected to be
       realized upon its disposal. This charge has been reflected in the Company's
       condensed consolidated statement of operations and accumulated deficit as a
       component of depreciation and amortization expense.
  
       Ocean County
  
       In May 1995,  the  Company  completed  the  initial  phase of its  exchange
       agreement  with McCaw  Cellular  Communications,  Inc.  whereby the Company
       acquired a 75% interest in the entity that holds the Ocean County, NJ Rural
       Statistical Area ("RSA") cellular license (the "Ocean County  Licensee") in
       exchange for the Company's  Hunterdon  County,  NJ RSA cellular license and
       $37.8  million in cash.  The Company  expects to acquire the  remaining 25%
       interest in the Ocean County Licensee before the end of 1995.
  
       Nextel
  
       In April 1995,  the  Company  exercised  certain  preemptive  rights  under
       previously existing agreements with Nextel Communications,  Inc. ("Nextel")
       whereby the Company has elected to purchase  approximately  9 million newly
       issued Nextel shares at $12.25 per share for a total cost of  approximately
       $110 million  (the "Nextel  Share  Purchase  Commitment").  The purchase is
       contingent on the closing of an acquisition  transaction by Nextel which is
       expected to occur no earlier than the fourth quarter of 1995.
  
       In July 1995,  the Company sold 11.3 million  shares of Nextel common stock
       for $212.6  million.  These  shares,  which were  classified  as  long-term
       investments   available  for  sale,   had  an  historical   cost  basis  of
       approximately  $176.1  million.   This  investment  has  been  included  in
       short-term  investments  as of June 30, 1995 at its estimated fair value of
       $159.1  million  based  on  the  July  1995  sale.  As  a  result  of  this
       transaction,  the Company will  recognize a pre-tax  gain of  approximately
       $36.5
  8
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       million in the third quarter of 1995. The Company continues to hold options
       to acquire  approximately  25.2  million  shares of Nextel  common stock in
       addition to the Nextel Share Purchase Commitment.
  
       Pro Forma Results
  
       The following pro forma information for the six and three months ended June
       30, 1995 and 1994 has been presented as if the  acquisition of QVC occurred
       at the  beginning  of each  period and the  acquisition  of Maclean  Hunter
       occurred on January 1, 1994. This unaudited pro forma  information is based
       on historical results of operations, adjusted for acquisition costs, and is
       not  necessarily  indicative  of what the  results  would have been had the
       Company operated the acquired entities since such dates.
  (Dollars in thousands, except per share data)
                                                    Six Months Ended            Three Months Ended
                                                         June 30,                     June 30,
                                                 1995(1)        1994(1)         1995           1994(1)
  Revenue                           $ 1,617,552    $ 1,406,656    $   823,572    $   704,327
  
            Loss before extraordinary items       (34,715)       (74,942)       (29,294)       (42,428)
  
            Net loss                              (34,715)       (86,645)       (29,294)       (42,551)
  
            Net loss per share                      (0.14)         (0.37)         (0.12)         (0.18)
  (1)      Effective  April 1, 1995, QVC commenced  consolidating  its United
                Kingdom ("UK")  operations.  Pro forma revenues presented above do
                not reflect  revenues  relating to QVC's UK operations for periods
                prior to April 1, 1995.
  4.   INVESTMENTS
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $186.8  million  and $186.6
       million  as of June 30,  1995 and  December  31,  1994,  respectively.  The
       Company has recorded these investments  (including the Company's investment
       in Nextel common stock (see Note 3) with an estimated  fair value of $159.1
       million as of June 30, 1995),  which are  classified as available for sale,
       at their  estimated  fair values of $196.5  million as of June 30, 1995 and
       $192.6  million as of December 31, 1994.  The  unrealized  pre-tax gains of
       $9.7  million and $6.0  million,  respectively,  have been  reported in the
       Company's   condensed   consolidated   balance   sheet  as   decreases   in
       stockholders' deficiency, net of related deferred income taxes.
  
       In  January   1995,   the  Company   exchanged  its  interest  in  Heritage
       Communications,  Inc. with TCI for Class A common shares of TCI with a fair
       market value of approximately $290 million. Shortly thereafter, the Company
       sold  certain of these  shares for total  proceeds  of  approximately  $188
       million  which were used to fund,  in part,  the  acquisition  of QVC. As a
       result of these transactions, the Company recognized a pre-tax gain of $141
       million in the first quarter of 1995.
  
       As a result of the QVC acquisition, the Company commenced consolidating the
       financial results of QVC,  effective  February 1, 1995, on a current basis.
       In the first  quarter  of 1995,  the  Company  recorded  its  proportionate
       interest in QVC's net income for the period from  November 1, 1994  through
       January 31, 1995. Such results were not previously  recorded by the Company
       since QVC was accounted  for under the equity method of accounting  and its
       proportionate  interest in QVC's  results of  operations  were recorded two
       months  in  arrears.  The  effect  of  this  one-time  adjustment  was  not
       significant to the Company's results of operations.
  9
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       The  difference   between  the  Company's   recorded   investment  and  its
       proportionate  interests  in the book  value of its equity  investees'  net
       assets is being amortized to equity in net income or loss, primarily over a
       period of twenty years, which is consistent with the estimated lives of the
       underlying assets.
  
       Summarized  financial  information for investments  accounted for under the
       equity method of accounting is as follows (dollars in thousands):
  Three Months      Six Months                      Three Months
                                                            Ended            Ended                            Ended
                                                      January 31, 1995   June 30, 1995                    June 30, 1995
  
                                                             QVC             Other        Combined (1)    Combined (1)
  Combined Results of Operations
             Revenue...................................   $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).............      1,194           (3,416)          (2,222)         (1,497)
                                                          --------         --------         --------        --------
             Total equity in net income (loss).........     $5,480         ($43,386)        ($37,906)       ($21,489)
                                                            ======         ========         ========        ========
  June 30, 1995
                                                                         Combined (1)
  Combined Financial Position
             Current assets........................................        $342,481
             Noncurrent assets.....................................       4,197,342
             Current liabilities...................................         270,987
             Noncurrent liabilities................................       1,487,906
  (1)     Excludes the results of  operations  (subsequent  to January 31,
                  1995) and financial  position of QVC which was consolidated with
                  the Company beginning in February 1995.
  10
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  Six Months       Six Months
                                                            Ended            Ended
                                                       April 30, 1994    June 30, 1994
                                                             QVC             Other          Combined
  Combined Results of Operations
             Revenue...................................   $668,930         $158,989         $827,919
             Depreciation and amortization.............     21,261           51,874           73,135
             Operating income (loss)...................     86,020          (55,526)          30,494
                  Net income (loss) as reported
                    by affiliates......................    $14,909         ($74,623)        ($59,714)
          Company's Equity in Net Income (Loss)
             Equity in current period net income (loss)     $2,283         ($20,506)        ($18,223)
             Amortization income (expense).............      2,486           (2,778)            (292)
                                                          --------         --------         --------
             Total equity in net income (loss).........     $4,769         ($23,284)        ($18,515)
                                                            ======         ========         ======== 
  
                                                        Three Months     Three Months
                                                            Ended            Ended
                                                       April 30, 1994    June 30, 1994
                                                             QVC             Other          Combined
          Combined Results of Operations
             Revenue...................................   $296,441          $82,095         $378,536
             Depreciation and amortization.............     10,447           26,822           37,269
             Operating income (loss)...................     32,854          (30,738)           2,116
                  Net income (loss) as reported
                    by affiliates......................    $12,063         ($41,099)        ($29,036)
          Company's Equity in Net Income (Loss)
             Equity in current period net income (loss)     $1,862         ($10,552)         ($8,690)
             Amortization income (expense).............      1,195           (1,374)            (179)
                                                          --------         --------         --------
             Total equity in net income (loss).........     $3,057         ($11,926)         ($8,869)
                                                            ======         ========          =======
  5.   LONG-TERM DEBT
  
       On May 16, 1995, the Company issued $250.0 million  principal amount of its
       9-3/8% senior subordinated debentures due 2005.
  
       The Company paid premiums and expensed  unamortized debt acquisition  costs
       totalling  $18.0  million  during  the six  months  ended  June  30,  1994,
       primarily  as a result of the  redemption  of its $150.0  million,  11-7/8%
       senior subordinated debentures due 2004, resulting in the Company recording
       an extraordinary loss, net of tax, of $11.7 million or $.05 per share.
  
       The Company has entered into interest rate protection products to limit the
       Company's exposure to loss from adverse  fluctuations in interest rates. As
       of June 30, 1995,  $815.0  million of the Company's  variable rate debt was
       protected  by these  products.  Such  agreements  mature on  various  dates
       through  1997 and the  related  differentials  to be paid or  received  are
       recognized over the terms of the related agreements.
  11
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made interest payments of approximately $210.1 million,  $136.7
       million,  $115.3  million and $66.7 million during the six and three months
       ended June 30, 1995 and 1994, respectively.
  
       The Company redeemed its 7% convertible subordinated debentures due 2001 on
       February 27, 1994 (accreted value $152.1 million).  In connection with such
       redemption,  substantially  all of the debentures  were converted into 13.5
       million shares of Class A Special Common Stock of the Company.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect the  financial  position or results of operations of the
       Company.
  
       The Company currently is seeking to justify rates for regulated services in
       certain of its cable systems in the States of New Jersey and Connecticut on
       the basis of cost-of-service  showings. A tentative settlement,  subject to
       regulatory  approval,  has been  reached  with the State of New Jersey with
       respect  to rates for basic  cable  services  and  equipment.  The State of
       Connecticut  has  ordered  the  Company  to reduce  rates  for basic  cable
       services and equipment and to make refunds to subscribers.  The Connecticut
       decision has been appealed to the FCC. The Company and the FCC have reached
       agreement,  subject to regulatory approval, of outstanding  cost-of-service
       rate complaints for cable programming services for systems in the States of
       New Jersey and  Connecticut.  The  proposed  settlement  will also  resolve
       outstanding  complaints with regard to "benchmark" rate regulation in other
       systems.  Absent  legislative,  administrative or judicial relief,  such as
       that discussed above, the FCC regulations will continue to adversely affect
       the Company's results of operations.
  12
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                    (Unaudited)
  
  8.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  Domestic
                                                       Cable       Electronic      Cellular         Corporate
                                                  Communications    Retailing   Communications     and Other (1)    Total
  Six Months Ended June 30, 1995
  Revenue.....................................        $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 and acquisitions.......         112,687      1,317,594        226,269          51,483      1,708,033
  Equity in net (losses) income of
      affiliates..............................          (6,921)           608           (535)        (31,058)       (37,906)
  
  Three Months Ended June 30, 1995
  Revenue.....................................        $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 and acquisitions.......          68,825          7,237        176,016          35,570        287,648
  Equity in net losses of affiliates..........          (3,952)          (450)          (271)        (16,816)       (21,489)
  
  As of June 30, 1995
  Assets......................................      $4,533,525     $1,855,170     $1,223,879      $1,394,466     $9,007,040
  Long-term debt, less current portion........       2,795,695      1,019,674        763,924       1,820,226      6,399,519
  
  Six Months Ended June 30, 1994
  Revenue.....................................        $526,622   $                  $130,986         $11,735       $669,343
  Depreciation and amortization...............         110,141                        43,634           6,719        160,494
  Operating income (loss).....................         146,838                        13,893         (31,152)       129,579
  Interest expense............................          72,763                        27,393          52,596        152,752
  Capital expenditures and acquisitions.......          81,038                        24,228           8,221        113,487
  Equity in net (losses) income of
      affiliates..............................          (4,487)         4,769                        (18,797)       (18,515)
  
  Three Months Ended June 30, 1994
  Revenue.. .................................         $265,740   $                   $70,108          $4,792       $340,640
  Depreciation and amortization .............           57,750                        22,027           3,472         83,249
  Operating income (loss) ...................           72,317                        10,034         (17,047)        65,304
  Interest expense ..........................           36,043                        13,537          23,785         73,365
  Capital expenditures and acquisitions .....           46,387                        19,125           5,576         71,088
  Equity in net (losses) income of
       affiliates ...........................           (2,150)         3,057                         (9,776)        (8,869)
  ---------------
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  13
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash and cash equivalents and short-term investments.
  
  General Developments of Business
  
  QVC
  
  In February 1995, the Company and Tele-Communications, Inc. ("TCI") acquired all
  of the  outstanding  stock of QVC,  Inc.  ("QVC")  not  previously  owned by the
  Company and TCI  (approximately 65% of such shares on a fully diluted basis) for
  $46, in cash, per share.  The total cost of acquiring the outstanding  shares of
  QVC was approximately $1.4 billion.  Following the acquisition,  the Company and
  TCI own, through their respective subsidiaries, 57.45% and 42.55%, respectively,
  of QVC. The Company has  accounted  for the QVC  acquisition  under the purchase
  method of accounting and QVC has been consolidated with the Company beginning in
  February  1995.  The  allocation  of  the  purchase  price  to  the  assets  and
  liabilities of QVC is preliminary pending receipt of a final appraisal.
  
  The acquisition of QVC,  including the exercise of certain  warrants held by the
  Company, was financed with cash contributions from the Company and TCI of $296.3
  million and $6.6 million, respectively,  borrowings of $1.1 billion under a $1.2
  billion QVC credit facility and existing cash and cash equivalents held by QVC.
  
  Liberty  Media  Corporation,  a wholly owned  subsidiary of TCI, may, at certain
  times following February 9, 2000, trigger the exercise of certain exit rights.
  
  Maclean Hunter
  
  On December 22, 1994, the Company,  through Comcast MHCP Holdings,  L.L.C.  (the
  "LLC"),  acquired the U.S. cable television and alternate  access  operations of
  Maclean  Hunter  Limited  ("Maclean  Hunter")  from Rogers  Communications  Inc.
  ("RCI")  and  all of the  outstanding  shares  of  Barden  Communications,  Inc.
  (collectively   such  acquisitions  are  referred  to  as  the  "Maclean  Hunter
  Acquisition") for approximately $1.2 billion (subject to certain adjustments) in
  cash.  The  Company  and the  California  Public  Employees'  Retirement  System
  ("CalPERS")   invested   approximately   $305.0  million  and  $250.0   million,
  respectively, in the LLC, which is owned 55% by a wholly owned subsidiary of the
  Company and 45% by CalPERS,  and is managed by the Company.  The Maclean  Hunter
  Acquisition,  including  certain  transaction  costs,  was  financed  with  cash
  contributions  from the LLC of $555.0  million and  borrowings of $715.0 million
  under an $850.0  million  Maclean  Hunter  credit  facility.  At any time  after
  December 18, 2001,  CalPERS may elect to liquidate  its interest in the LLC at a
  price based upon the fair value of CalPERS' interest in the LLC, adjusted, under
  certain  circumstances,  for certain  performance  criteria relating to the fair
  value of the LLC or to the  Company's  common stock.  Except in certain  limited
  circumstances,   the  Company,   at  its  option,  may  satisfy  this  liquidity
  arrangement by purchasing  CalPERS'  interest for cash,  through the issuance of
  the Company's  common stock (subject to certain  limitations)  or by selling the
  LLC. The Maclean Hunter  Acquisition was accounted for under the purchase method
  of accounting and Maclean Hunter is consolidated with the Company as of December
  31, 1994.
  14
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  The  allocation of the purchase  price to the assets and  liabilities of Maclean
  Hunter is  preliminary  pending,  among other things,  the final  purchase price
  adjustment  between  the  Company  and  RCI.  The  terms of the  Maclean  Hunter
  Acquisition  provide for, among other things, the indemnification of the Company
  by RCI for certain liabilities,  including tax liabilities,  relating to Maclean
  Hunter prior to the acquisition date.
  
  Sprint Telecommunications Venture
  
  On  March  28,  1995,  subsidiaries  of the  Company,  TCI,  Sprint  Corporation
  ("Sprint") and Cox Communications,  Inc. ("Cox") formed several  partnerships to
  engage in the business of providing  wireless and wireline  telephony  services.
  The  principal  partnership  is known as the Sprint  Telecommunications  Venture
  ("STV").  The parties have agreed that STV and its affiliated  partnerships will
  be the exclusive vehicles for their respective  investments in certain specified
  telecommunications  activities,  subject to certain limited exceptions.  STV and
  the parties will  cross-promote  telecommunications  products and services using
  the "Sprint" brand name with cable services and products  branded by Cox, TCI or
  the Company in their cable television  systems.  A partnership owned entirely by
  subsidiaries of the Company,  known as Comcast Telephony  Services,  owns 15% of
  STV and, indirectly, each of STV's affiliated partnerships.
  
  STV will engage in the business of providing wireless  communications  services,
  primarily personal communication  services ("PCS"),  through a partnership known
  as WirelessCo.  Through WirelessCo, the partners propose to create and operate a
  seamless,  integrated,  nationwide wireless  communications  network. During the
  term of a trademark  license from an affiliate of Sprint,  WirelessCo's services
  will be marketed under the "Sprint" brand name.
  
  WirelessCo  was  the  successful  bidder  for 29  PCS  licenses  in the  auction
  conducted by the Federal  Communications  Commission  ("FCC") from December 1994
  through  mid-March  1995. The purchase price for the licenses was  approximately
  $2.11 billion,  all of which has been paid to the FCC. WirelessCo may also elect
  to bid in subsequent auctions for PCS licenses. In addition,  WirelessCo has and
  expects to  continue to invest in other  entities  that hold PCS  licenses,  may
  acquire PCS licenses  from other license  holders and may  affiliate  with other
  license holders.
  
  STV will also  engage in the  business of  providing  local  wireline  telephone
  service for both business and residential customers, primarily through the cable
  networks of cable  television  operators that affiliate with the  partnership in
  exchange for agreed upon  compensation.  Cox, TCI and the Company have agreed to
  affiliate  their cable  systems  with STV to the extent  that their  systems are
  located in markets  designated  in STV's  business  plan.  The offering of local
  wireline  telephone  services  by the  partnership  will  require the removal of
  regulatory and legislative barriers to local telephone competition.
  
  The STV  partners  intend  that the  partnership  will  succeed to the  business
  currently  conducted  by Cox,  TCI and the Company,  together  with  Continental
  Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group Inc.
  and TCG Partners  (collectively,  "TCG"). TCG is one of the largest  competitive
  access  providers in the United  States.  Pursuant to a  contribution  agreement
  entered into on March 28, 1995, Cox, TCI and the Company have agreed, subject to
  the  satisfaction of certain  conditions,  to contribute to STV their respective
  interests in TCG and in various local joint ventures among local cable operators
  and  TCG.  Such  contributions  will be  subject  to the  receipt  of  necessary
  regulatory approvals and the satisfaction of other conditions.  In addition, the
  cable partners intend to negotiate with Continental,  which owns that portion of
  TCG that is not owned by Cox, TCI or the Company,  regarding the  acquisition of
  its interest by such cable partners. 
  
                                --------------------
  15
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  Liquidity and Capital Resources
  
  Cash and cash  equivalents  and  short-term  investments as of June 30, 1995 and
  December  31,  1994 were  $688.8  million and $465.5  million,  respectively.  A
  portion  of these  cash  and cash  equivalents  is held by  subsidiaries  of the
  Company and is restricted to the use by these  subsidiaries under contractual or
  other arrangements.
  
  The Company's cash and cash equivalents and short-term  investments are recorded
  at cost which  approximates  their fair value.  At June 30, 1995,  the Company's
  short-term investments of $81.8 million,  excluding the Nextel common stock sold
  in July 1995 (see below),  had a weighted  average  maturity of approximately 13
  months.  However,  due to their high degree  of  liquidity  and  the  intent  of
  management  to use these  investments  as needed  to fund its  commitments,  the
  Company considers these as current assets.
  
  In January 1995, the Company exchanged its interest in Heritage  Communications,
  Inc.  with TCI for  Class A common  shares  of TCI with a fair  market  value of
  approximately $290 million (the "Heritage Transaction"). Shortly thereafter, the
  Company sold certain of these shares for total  proceeds of  approximately  $188
  million which were used to fund, in part, the acquisition of QVC. As a result of
  these transactions, the Company recognized a pre-tax gain of $141 million in the
  first quarter of 1995.
  
  In April 1995, the Company exercised certain  preemptive rights under previously
  existing  agreements with Nextel  Communications,  Inc.  ("Nextel")  whereby the
  Company has elected to purchase  approximately  9 million  newly  issued  Nextel
  shares at $12.25 per share for a total cost of  approximately  $110 million (the
  "Nextel Share Purchase  Commitment").  The purchase is contingent on the closing
  of an  acquisition  transaction  by Nextel which is expected to occur no earlier
  than the fourth quarter of 1995.
  
  In July 1995,  the Company sold 11.3 million  shares of Nextel  common stock for
  $212.6 million.  These shares,  which were  classified as long-term  investments
  available  for  sale,  had an  historical  cost  basis of  approximately  $176.1
  million. This investment has been included in short-term  investments as of June
  30, 1995 at its  estimated  fair value of $159.1  million based on the July 1995
  sale. As a result of this transaction, the Company will recognize a pre-tax gain
  of  approximately  $36.5  million  in the third  quarter  of 1995.  The  Company
  continues to hold options to acquire approximately 25.2 million shares of Nextel
  common stock in addition to the Nextel Share Purchase Commitment.
  
  In May 1995, the Company  completed the initial phase of its exchange  agreement
  with McCaw  Cellular  Communications,  Inc.  whereby the Company  acquired a 75%
  interest in the entity that holds the Ocean County,  NJ Rural  Statistical  Area
  ("RSA")  cellular  license  (the "Ocean  County  Licensee")  in exchange for the
  Company's  Hunterdon  County, NJ RSA cellular license and $37.8 million in cash.
  The Company  expects to acquire the  remaining  25% interest in the Ocean County
  Licensee before the end of 1995.
  
  Subject to agreement upon an initial  business plan, the partners have committed
  to contribute  $4.4 billion in cash to STV during the next three years, of which
  the Company's share would be $660 million,  subject to reduction  resulting from
  the method of crediting  in-kind  contributions  to STV by the partners.  Of the
  $660  million  funding  requirement,  the  Company  has made total cash  capital
  contributions  to WirelessCo of  approximately  $334.5 million  through June 30,
  1995.  The  partners'  capital   contributions  to  WirelessCo  have  been  used
  principally  to pay for the 29 PCS  licenses  acquired in the FCC auction and to
  acquire interests in another entity that holds a PCS license.  Additional equity
  requirements of STV will be funded by the partners through capital contributions
  to STV in proportion to their ownership interests.  The Company anticipates that
  STV's  capital  requirements  over the next several  years will be  significant.
  These  requirements  are  planned to be funded by external  financing  by STV in
  addition to capital  contributions  by the partners.  Although it is anticipated
  that  external  financing  will be  available  to STV on  acceptable  terms  and
  conditions, no assurances can be given as to such availability.
  16
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  On May 16, 1995,  the Company  issued  $250.0  million  principal  amount of its
  9-3/8% senior subordinated debentures due 2005.
  
  As of June 30,  1995,  the Company and  certain of its  subsidiaries  had unused
  lines of credit  totalling $647.1 million.  Substantially  all of these lines of
  credit are restricted to use by the respective subsidiary.
  
  The Company expects to continue to recognize  significant losses and to continue
  to pay  dividends;  therefore,  it  anticipates  that it will continue to have a
  deficiency  in  stockholders'  equity  that will  increase  for the  foreseeable
  future.   The   telecommunications   industry,   including  cable  and  cellular
  communications,   and  the  electronic   retailing   industry  are  experiencing
  increasing  competition and rapid  technological  changes.  The Company's future
  results of operations will be affected by its ability to react to changes in the
  competitive  environment  and by its  ability  to  implement  new  technologies.
  However,  management  believes that competition,  technological  changes and its
  deficiency in stockholders'  equity will not significantly affect its ability to
  obtain financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including its fixed  charges,  through its
  cash  flows  from  operating  activities,  existing  cash and cash  equivalents,
  short-term  investments,  sales of assets,  lines of credit  and other  external
  financing.
  
  Statement of Cash Flows
  
  Net cash provided by operating  activities amounted to $206.8 million and $147.6
  million  for the six months  ended  June 30,  1995 and 1994,  respectively.  The
  increase of $59.2 million is principally due to the effects of the  acquisitions
  of QVC and Maclean  Hunter,  offset by changes in working capital as a result of
  the timing of receipts and disbursements.
  
  Net  cash  provided  by (used  in)  financing  activities,  which  includes  the
  issuances of securities as well as  borrowings,  was $1.823 billion and ($378.0)
  million  during the six months ended June 30, 1995 and 1994,  respectively.  For
  the six  months  ended  June 30,  1995,  the  Company  borrowed  $2.019  billion
  consisting  of $1.1  billion in  connection  with the  acquisition  of QVC,  the
  funding of STV of $300.9  million 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.  During  the six  months  ended  June  30,  1994,  the  Company
  repurchased  or  redeemed  and retired  $368.5  million of its  long-term  debt,
  including the Company's $150.0 million,  11-7/8% senior subordinated  debentures
  due 2004.
  
  Net cash used in  (provided  by)  investing  activities  was $1.917  billion and
  ($170.5) million for the six months ended June 30, 1995 and 1994,  respectively.
  During the six months ended June 30, 1995, net cash used in investing activities
  includes  acquisitions,  including the acquisition of QVC, net of cash acquired,
  of $1.369 billion,  additional cash investments in affiliates of $431.5 million,
  including  capital  contributions  to STV 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.  Net
  proceeds of $306.4 million from the sale of short-term  investments  for the six
  months ended June 30, 1994 were used  principally to redeem and retire long-term
  debt. In addition,  during the six months ended June 30, 1994,  the Company made
  capital  expenditures of $92.7 million and made  additional cash  investments in
  affiliates of $38.2 million.
  
  Results of Operations
  
  The  effects of the QVC and  Maclean Hunter  acquisitions  have been to increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation and amortization  expense and net interest expense.  However, it is
  expected  that because of the increases in  depreciation  and  amortization  and
  interest expense  associated with these  acquisitions  and their financing,  the
  Company  will  continue  to  recognize  substantial  losses for the  foreseeable
  future.
  17
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  For the six and  three  months  ended  June  30,  1995  and  1994,  the  Company
  recognized  operating  income before  depreciation  and  amortization  (commonly
  referred to in the  Company's  businesses  as  "operating  cash flow") of $480.4
  million,  $290.1 million, $260.8 million and $148.6 million,  respectively.  The
  increases  of $190.3  million or 66% and $112.2  million or 76% from 1994 to the
  same periods in 1995 are a result of the items discussed  below.  Operating cash
  flow is a measure  of a  company's  ability  to  generate  cash to  service  its
  obligations,  including  debt service  obligations,  and to finance  capital and
  other expenditures. In part due to the capital intensive nature of the Company's
  businesses  and the resulting  significant  level of non-cash  depreciation  and
  amortization expense, operating cash flow is frequently used as one of the bases
  for comparing the Company's businesses.  Operating cash flow does not purport to
  represent  net income or net cash  provided by  operating  activities,  as those
  terms are defined under generally accepted accounting principles, and should not
  be  considered as an  alternative  to such  measurements  as an indicator of the
  Company's  performance.  See "Statement of Cash Flows" above for a discussion of
  net cash provided by operating activities.
  
  The Company recognized revenue of $1.487 billion, $669.3 million, $823.6 million
  and $340.6  million for the six and three  months  ended June 30, 1995 and 1994,
  respectively,  representing  increases  of  $817.7  million  or 122% and  $483.0
  million  or 142% from 1994 to the same  periods  in 1995.  For the six and three
  months ended June 30, 1995,  approximately  48% and 44%,  respectively,  of such
  revenue  represents  service  income  related to the Company's  cable  division,
  approximately  39% and 43%,  respectively,  represents net sales from electronic
  retailing as a result of the consolidation of QVC and approximately 12% and 11%,
  respectively,  represents  service  income  related  to the  Company's  cellular
  division.  For the six and three months ended June 30, 1994,  approximately  79%
  and 78%, respectively,  of such revenue represents service income related to the
  Company's cable division and approximately 20% and 21%, respectively, represents
  service income related to the Company's cellular division.
  
  Cost of goods  sold from  electronic  retailing  was $350.2  million  and $212.2
  million  for the five and  three  months  ended  June  30,  1995,  respectively,
  representing  approximately  60% and 59% of net sales from electronic  retailing
  for those periods.
  
  Operating,  selling,  general and  administrative  expenses were $656.5 million,
  $379.3  million,  $350.6 million and $192.1 million for the six and three months
  ended June 30, 1995 and 1994,  respectively,  representing  increases  of $277.2
  million or 73% and $158.5  million or 83% from 1994 to the same periods in 1995.
  For the six and three  months ended June 30,  1995,  approximately  55% and 51%,
  respectively,   of  such  expenses  relate  to  the  Company's  cable  division,
  approximately 21% and 25%, respectively,  relate to the consolidation of QVC and
  approximately  16% for each period relates to the Company's  cellular  division.
  For the six and three  months ended June 30,  1994,  approximately  71% for each
  period  of  such  expenses   related  to  the  Company's   cable   division  and
  approximately  19% and 20%,  respectively,  related  to the  Company's  cellular
  division.
  
  Depreciation and amortization was $387.0 million, $160.5 million, $143.6 million
  and $83.2  million  for the six and three  months  ended June 30, 1995 and 1994,
  respectively, representing increases of $226.5 million or 141% and $60.4 million
  or 73% from  1994 to the same  periods  in 1995.  The  increases  are due to the
  effects  of the  rebuild  of certain of the  Company's  cellular  equipment,  as
  described  below, as well as depreciation  and  amortization  resulting from the
  acquisitions of QVC and Maclean Hunter.
  
  Interest  expense was $250.6 million,  $152.8 million,  $133.0 million and $73.4
  million for the six and three months ended June 30, 1995 and 1994, respectively,
  representing  increases  of $97.8  million or 64% and $59.6  million or 81% from
  1994 to the same periods in 1995.  The  increases are primarily due to increased
  levels of debt associated with the acquisitions of QVC and Maclean Hunter.
  
  The Company has entered  into  interest  rate  protection  products to limit the
  Company's  exposure to loss from adverse  fluctuations  in interest rates. As of
  June 30, 1995, $815.0 million of the Company's variable rate debt was protected
  18
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  by these products.  Such agreements mature on various dates through 1997 and the
  related  differentials  to be paid or received are recognized  over the terms of
  the agreements.
  
  For the six and  three  months  ended  June 30,  1995 and  1994,  the  Company's
  earnings before extraordinary items, income tax expense, equity in net losses of
  affiliates  and fixed charges  (interest  expense) were $272.6  million,  $143.1
  million, $135.3 million and $70.5 million,  respectively.  Excluding the pre-tax
  gain of $141 million  recognized in the first quarter of 1995 in connection with
  the  Heritage  Transaction,  these  earnings  were not  adequate  to  cover  the
  Company's  fixed charges of $250.6 million,  $152.8 million,  $133.0 million and
  $73.4 million for these periods,  respectively.  Fixed charges include  non-cash
  interest of $27.4 million,  $26.3  million,  $13.9 million and $12.7 million for
  the six and  three  months  ended  June 30,  1995 and  1994,  respectively.  The
  inadequacy  of these  earnings to cover fixed  charges is  primarily  due to the
  substantial non-cash charges for depreciation and amortization expense of $387.0
  million,  $160.5 million, $143.6 million and $83.2 million for the six and three
  months  ended  June 30,  1995 and 1994,  respectively,  which  includes  a first
  quarter  1995  pre-tax  charge  associated  with the  rebuild  of certain of the
  Company's cellular equipment.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities  because of its existing  cash and cash  equivalents  and  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  
  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.
  
  Minority interest and other income was $13.8 million, $3.4 million, $5.4 million
  and  $375,000  for the six and  three  months  ended  June 30,  1995  and  1994,
  respectively, representing increases of $10.4 million and $5.0 million from 1994
  to the same periods in 1995.  These  increases  are  primarily  attributable  to
  minority  interests  in the net  income or loss of QVC,  Maclean  Hunter and the
  Company's United Kingdom operations.
  
  The Company  recognized  income tax expense of $14.0  million,  $365,000,  $10.1
  million and $1.0  million for the six and three  months  ended June 30, 1995 and
  1994,  respectively.  The  increases  from 1994 to the same  periods in 1995 are
  primarily attributable to the acquisition of QVC.
  
  The Company paid  premiums  and  expensed  unamortized  debt  acquisition  costs
  totalling $18.0 million during the six months ended June 30, 1994,  primarily as
  a result of the redemption of its $150.0  million,  11-7/8% senior  subordinated
  debentures due 2004,  resulting in the Company recording an extraordinary  loss,
  net of tax, of $11.7 million or $.05 per share.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  Cable Communications
  
  The Company's cable division recognized service income of $709.6 million, $526.6
  million,  $362.5  million and $265.7  million for the six and three months ended
  June 30, 1995 and 1994,  respectively,  representing increases of $183.0 million
  or 35% and $96.8  million  or 36% from  1994 to the same  periods  in 1995.  The
  Maclean  Hunter  acquisition  accounted for $132.0  million and $67.5 million of
  these increases.  The remaining increases of $51.0 million and $29.3 million are
  attributable   to  subscriber   growth  of  $34.4  million  and  $17.7  million,
  respectively, new product
  19
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  offerings of $7.1 million and $4.8 million,  respectively,  and $9.5 million and
  $6.8  million  relating  to changes  in rates  which  include  the change in the
  estimated effects of cable rate regulation, respectively.
  
  Operating,  selling, general and administrative expenses for the Company's cable
  division were $361.9 million,  $269.6 million, $179.9 million and $135.7 million
  for the six and  three  months  ended  June  30,  1995 and  1994,  respectively,
  representing  increases  of $92.3  million or 34% and $44.2  million or 33% from
  1994 to the same periods in 1995. The Maclean Hunter  acquisition  accounted for
  $71.2 million and $35.1 million of these increases.  The remaining  increases of
  $21.1  million and $9.1  million are  attributable  to increases in the costs of
  labor,  billing and cable  programming as a result of subscriber growth and rate
  increases.  It is anticipated that the Company's cost of cable  programming will
  increase  in the  future as cable  programming  rates  increase  and  additional
  sources of cable programming become available.
  
  Electronic Retailing
  
  As a result of the QVC  acquisition,  the Company  commenced  consolidating  the
  financial  results  of QVC,  effective  February  1, 1995,  on a current  basis.
  Comparative pro forma  financial  information for the six and three months ended
  June 30, 1995 and 1994 is presented  herein for purposes of analysis and may not
  reflect what actual results of operations  would have been had the Company owned
  QVC since January 1, 1994.
  
  QVC recognized net sales from  electronic  retailing of $715.9  million,  $609.3
  million,  $357.4  million and $297.4  million for the six and three months ended
  June 30, 1995 and 1994,  respectively,  representing increases of $106.6 million
  or 17% and $60.0 million or 20% from 1994 to the same periods in 1995. Excluding
  an increase of $11.8  million for both the six and three  months  ended June 30,
  1995, which relates to the consolidation of QVC's UK operations  effective April
  1, 1995,  the  increases in net sales from  electronic  retailing in the six and
  three months ended June 30, 1995 include the effects of a 6% increase,  for both
  periods,  in net sales per full time equivalent home in the U.S. and the effects
  of 9% and 10%  increases,  respectively,  in the  average  number  of QVC  homes
  receiving QVC services.
  
  Full-time  equivalent  homes equal the total number of cable homes receiving the
  QVC service 24 hours per day plus  one-third of the  part-time  cable homes plus
  one-half of the satellite dish homes.  This  calculation  reflects the Company's
  estimate of the relative  value to the Company of part-time  homes and satellite
  dish homes compared to full-time homes.
  
  QVC recognized operating, selling, general and administrative expenses of $168.8
  million,  $146.1 million,  $88.5 million and $73.2 million for the six and three
  months  ended June 30, 1995 and 1994,  respectively,  representing  increases of
  $22.7  million or 16% and $15.3  million or 21% from 1994 to the same periods in
  1995.  Excluding  an increase of $7.7  million for both the six and three months
  ended  June 30,  1995  relating  to the  consolidation  of  QVC's UK  operations
  effective April 1, 1995, these increases are principally  attributable to higher
  advertising  costs  and  additional  costs  associated  with  secondary  channel
  services.
  
  QVC recognized cost of goods sold from  electronic  retailing of $428.3 million,
  $368.9  million,  $212.2 million and $178.6 million for the six and three months
  ended June 30, 1995 and 1994, respectively.  Such costs have remained consistent
  as a percentage of sales,  representing 60% and 59%, respectively,  of net sales
  from  electronic  retailing for the six and three months ended June 30, 1995 and
  61% and 60%,  respectively,  of net sales from electronic  retailing for the six
  and three months ended June 30, 1994.
  
  Cellular Communications
  
  The Company's  cellular  division  recognized  service income of $176.4 million,
  $131.0  million,  $94.3  million and $70.1  million for the six and three months
  ended June 30, 1995 and 1994, respectively, representing increases of $45.4
  20
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  million or 35% and $24.2  million or 35% from 1994 to the same  periods in 1995.
  The increases are  attributable to subscriber  growth,  partially  offset by the
  effects of decreases in the average  minutes-of-use per cellular subscriber from
  1994 to the same  periods  in 1995.  The  Company  expects  the trend in average
  minutes-of-use per cellular subscriber to continue in the future.
  
  Operating,  selling,  general  and  administrative  expenses  for the  Company's
  cellular  division were $105.6 million,  $73.5 million,  $54.7 million and $38.0
  million for the six and three months ended June 30, 1995 and 1994, respectively,
  representing  increases  of $32.1  million or 44% and $16.7  million or 44% from
  1994 to the same periods in 1995. These increases are primarily due to increases
  in commissions and marketing expense as a result of subscriber growth.
  
  The  Company's  cellular  division  has entered  into an  agreement  to purchase
  approximately  $172.0  million  of  switching  and  cell  site  equipment.  This
  equipment will replace existing  switching and cell site equipment.  The Company
  expects the rebuild to be completed in the third  quarter of 1995. In accordance
  with the  provisions  of Statement of Financial  Accounting  Standards  No. 121,
  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
  be Disposed  Of," during the first quarter of 1995,  the Company  charged to its
  results  of  operations   approximately  $110.0  million  which  represents  the
  difference  between the net book value of the  equipment  to be replaced and the
  residual value  expected to be realized upon its disposal.  This charge has been
  reflected in the Company's  condensed  consolidated  statement of operations and
  accumulated deficit as a component of depreciation and amortization expense.
  
  Cable Rate Regulation Developments
  
  The Company  currently  is seeking to justify  rates for  regulated  services in
  certain of its cable systems in the States of New Jersey and  Connecticut on the
  basis of cost-of-service showings. A tentative settlement, subject to regulatory
  approval,  has been  reached  with the State of New Jersey with respect to rates
  for basic cable services and equipment. The State of Connecticut has ordered the
  Company to reduce  rates for basic  cable  services  and  equipment  and to make
  refunds to subscribers.  The Connecticut  decision has been appealed to the FCC.
  The Company and the FCC have reached agreement,  subject to regulatory approval,
  of outstanding  cost-of-service  rate complaints for cable programming  services
  for systems in the States of New Jersey and Connecticut. The proposed settlement
  will  also  resolve  outstanding  complaints  with  regard to  "benchmark"  rate
  regulation in other  systems.  Absent  legislative,  administrative  or judicial
  relief,  such as that  discussed  above,  the FCC  regulations  will continue to
  adversely affect the Company's results of operations.
  21
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
  PART II. OTHER INFORMATION
  
       ITEM 1. Legal Proceedings
  
       1.   In June  1995,  a  three-judge  panel of the  United  States  Court of
            Appeals for the District of Columbia Circuit generally upheld the rate
            regulations  adopted  by the  FCC  pursuant  to the  Cable  Television
            Consumer  Protection  and  Competition  Act of 1992. In July 1995, the
            Company and other cable  television  operators and trade  associations
            petitioned  for a rehearing of this decision by the entire court.  The
            court has not yet ruled on that petition.
  
       2.   In March 1995, the Company  entered into  agreements to settle various
            disputes pending in the courts and at the FCC regarding the ownership,
            operation  and  transfer  of the license  for the  cellular  telephone
            system  in the  Atlantic  City,  New  Jersey  MSA.  As  part  of  that
            settlement,  the Company,  in June 1995,  purchased an 80% interest in
            the cellular  telephone system in the Vineland,  New Jersey RSA and an
            additional  9.3%  interest in the  Atlantic  City MSA.  The  remaining
            portion of the settlement,  which involves the transfer to the Company
            of control of the Atlantic City cellular  telephone system, is subject
            to a favorable  determination at the FCC of proceedings concerning the
            status of the current Atlantic City cellular licensee, approval by the
            FCC of the  transfer to the  Company of the  cellular  license,  other
            regulatory approvals and consents of third parties.
  
       ITEM 4. Submission of Matters to a Vote of Security Holders
  
       At the Annual  Meeting on June 21,  1995,  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                      34,065,822               130,450
                                            Class B                     131,793,750
  
       Julian A. Brodsky                    Class A                      34,079,326               116,946
                                            Class B                     131,793,750
  
       Brian L. Roberts                     Class A                      34,076,113               120,159
                                            Class B                     131,793,750
  
       Daniel Aaron                         Class A                      34,075,719               120,553
                                            Class B                     131,793,750
  
       Gustave G. Amsterdam                 Class A                      34,123,261                73,011
                                            Class B                     131,793,750
  
       Sheldon M. Bonovitz                  Class A                      33,368,339               827,933
                                            Class B                     131,793,750
  
       Joseph L. Castle II                  Class A                      34,128,088                68,184
                                            Class B                     131,793,750
  
       Bernard C. Watson                    Class A                      34,128,288                67,984
                                            Class B                     131,793,750
  
       Irving A. Wechsler                   Class A                      34,125,227                71,045
                                            Class B                     131,793,750
  
       Anne Wexler                          Class A                      34,072,010               124,262
                                            Class B                     131,793,750
  22
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
       A proposal to the Board of  Directors  to amend the  Company's  articles of
       incorporation  to  provide  that  future  amendments  shall be adopted by a
       majority of votes cast.
  Broker
        Class of Stock            For                 Against             Abstain              Nonvote
  Class A             21,758,071           5,100,084             361,961              6,976,156
           Class B            131,793,750
  Ratify  the   appointment  of  Deloitte  &  Touche  LLP  as  the  Company's
       independent auditors for the 1995 fiscal year.
  
        Class of Stock            For                 Against             Abstain
           Class A             34,120,044             37,042               39,186
           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:
  
            4.1  Form of Debenture relating to the Company's $250.0 million 9-3/8%
                 senior subordinated debentures due 2005.
  
            10.1 Amendment  No. 5 and waiver,  dated as of June 14,  1995,  to the
                 Credit  Agreement  dated  as of March 4,  1992,  between  Comcast
                 Cellular   Communications,   Inc.,  the  banks  therein  and  the
                 Toronto-Dominion Bank Trust Company, as administrative agent.
  
            27.1 Financial Data Schedule.
  
            27.2 Restated Financial Data Schedule.
  
       (b)  Reports on Form 8-K
  
            (i)  The  Company  filed a Current  Report on Form 8-K under Item 5 on
                 April 13, 1995 relating to the  Telecommunications  Joint Venture
                 among subsidiaries of the  Company,  Tele-Communications,  Inc.,
                 Sprint Corporation and Cox Communications, Inc.
  
            (ii) The  Company  filed a Current  Report on Form 8-K under Item 2 on
                 April 25, 1995 relating to the  acquisition  of QVC,  Inc.  which
                 included the Company's Unaudited Pro Forma Condensed Consolidated
                 Financial  Statements  as of and for the year ended  December 31,
                 1994,  the  Consolidated  and Combined  Financial  Statements  of
                 Comcast MHCP Holdings,  L.L.C. and the Predecessor Corporation as
                 of December 31, 1994 and 1993 and for the periods from January 1,
                 1994 to December  21, 1994 and  December 22, 1994 to December 31,
                 1994 and the years  ended  December  31,  1993 and 1992,  and the
                 Consolidated  Financial  Statements of QVC, Inc.  (formerly,  QVC
                 Network,  Inc.) as of and for the three years  ended  January 31,
                 1995.
  23
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED JUNE 30, 1995
  
                                     SIGNATURE
  
       Pursuant to the  Requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                        COMCAST CORPORATION
  
                                         /s/ LAWRENCE S. SMITH
  
                                        Lawrence S. Smith
                                        Senior Vice President
                                        Accounting and Administration
                                        (Chief Accounting Officer)
  
  Date: August 14, 1995