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:
                                   MARCH 31, 1996
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
  
               (Exact name of registrant as specified in its charter)
  
               PENNSYLVANIA                                 23-1709202
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                               ---------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No ____
  
                               ---------------------
  
  As of March 31, 1996,  there were  192,662,145  shares of Class A Special Common
  Stock, 35,114,511 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 MARCH 31, 1996
  
                                  TABLE OF CONTENTS
  
  
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31, 1996
                      and 1995 (Unaudited).....................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 10
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations.........................................11 - 18
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................19
  
            Item 6.   Exhibits and Reports on Form 8-K .......................19
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  commitments and the effects of  competition.  Such  forward-looking  information
  involves  important  risks and  uncertainties  that could  significantly  affect
  expected  results in the  future  from those  expressed  in any  forward-looking
  statements made by, or on behalf of, the Company.  These risks and uncertainties
  include, but are not limited to, uncertainties  relating to economic conditions,
  acquisitions and divestitures,  government and regulatory policies,  the pricing
  and   availability  of  equipment,   materials,   inventories  and  programming,
  technological  developments and changes in the competitive  environment in which
  the Company operates.
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                  March 31,                 December 31,
                                                                                     1996                       1995
  <S>                                                                           <C>                          <C>     
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents..............................................      $510,150                     $539,061
     Short-term investments, at cost which approximates fair value                 199,575                      370,982
     Accounts receivable, less allowance for doubtful accounts
       of $86,133 and $81,273...............................................       367,789                      390,698
     Inventories, net.......................................................       240,753                      243,447
     Prepaid charges and other..............................................        45,771                       49,671
     Deferred income taxes..................................................        62,287                       59,799
                                                                                ----------                   ----------
  
         Total current assets...............................................     1,426,325                    1,653,658
                                                                                ----------                   ----------
  
  INVESTMENTS, principally in affiliates....................................     1,008,441                      906,383
                                                                                ----------                   ----------
  
  PROPERTY AND EQUIPMENT....................................................     2,839,028                    2,575,633
     Accumulated depreciation...............................................      (982,195)                    (932,031)
                                                                                ----------                   ----------
  
     Property and equipment, net............................................     1,856,833                    1,643,602
                                                                                ----------                   ----------
  
  
  DEFERRED CHARGES..........................................................     6,629,040                    6,552,437
     Accumulated amortization...............................................    (1,262,709)                  (1,175,772)
                                                                                ----------                   ----------
  
     Deferred charges, net..................................................     5,366,331                    5,376,665
                                                                                ----------                   ----------
  
                                                                                $9,657,930                   $9,580,308
                                                                                ==========                   ==========
  
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses..................................      $853,972                     $963,991
     Accrued interest.......................................................        89,417                       72,675
     Current portion of long-term debt......................................        66,183                       85,403
                                                                                ----------                   ----------
  
         Total current liabilities..........................................     1,009,572                    1,122,069
                                                                                ----------                   ----------
  
  LONG-TERM DEBT, less current portion......................................     7,101,045                    6,943,766
                                                                                ----------                   ----------
  
  DEFERRED INCOME TAXES.....................................................     1,519,247                    1,517,995
                                                                                ----------                   ----------
  
  MINORITY INTEREST AND OTHER...............................................       850,011                      772,004
                                                                                ----------                   ----------
  
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS.................................................        69,625                       52,125
                                                                                ----------                   ----------
  
  STOCKHOLDERS' DEFICIENCY
     Class A special common stock, $1 par value - authorized, 500,000,000
       shares;  issued, 192,662,145 and 192,844,814.........................       192,662                      192,845
     Class A common stock, $1 par value - authorized, 200,000,000
       shares;  issued, 35,114,511 and 37,706,517...........................        35,115                       37,707
     Class B common stock, $1 par value - authorized, 50,000,000
       shares;  issued, 8,786,250...........................................         8,786                        8,786
     Additional capital.....................................................       828,570                      843,113
     Accumulated deficit....................................................    (1,997,138)                  (1,914,292)
     Unrealized gains on marketable securities..............................        60,841                       22,210
     Cumulative translation adjustments.....................................       (20,406)                     (18,020)
                                                                                ----------                   ----------
  
         Total stockholders' deficiency.....................................      (891,570)                    (827,651)
                                                                                ----------                   ----------
  
                                                                                $9,657,930                   $9,580,308
                                                                                ==========                   ==========
  </TABLE>
  
  
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                             (Amounts in thousands, except per share data)
                                                                                      Three Months Ended March 31,
                                                                                    1996                        1995
  <S>                                                                           <C>                          <C>     
  REVENUES
     Service income.........................................................      $500,666                     $436,587
     Net sales from electronic retailing....................................       450,078                      227,019
                                                                               -----------                  ----------- 
  
                                                                                   950,744                      663,606
                                                                               -----------                  ----------- 
  
  COSTS AND EXPENSES
     Operating..............................................................       229,763                      171,467
     Cost of goods sold from electronic retailing...........................       270,146                      138,074
     Selling, general and administrative....................................       180,712                      134,459
     Depreciation and amortization..........................................       156,873                      243,477
                                                                               -----------                  ----------- 
  
                                                                                   837,494                      687,477
                                                                               -----------                  ----------- 
  
  OPERATING INCOME (LOSS)...................................................       113,250                      (23,871)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense.......................................................       134,814                      117,587
     Investment income......................................................       (18,645)                    (152,824)
     Equity in net losses of affiliates.....................................        34,502                       16,417
     Other..................................................................        11,389                         (290)
                                                                               -----------                  ----------- 
  
                                                                                   162,060                      (19,110)
                                                                               -----------                  ----------- 
  
  LOSS BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST                             (48,810)                      (4,761)
  
  INCOME TAX EXPENSE........................................................           864                        3,935
                                                                               -----------                  ----------- 
  
  LOSS BEFORE MINORITY INTEREST.............................................       (49,674)                      (8,696)
  
  MINORITY INTEREST.........................................................       (15,070)                      (8,068)
                                                                               -----------                  ----------- 
  
  NET LOSS                                                                         (34,604)                        (628)
  
  ACCUMULATED DEFICIT
     Beginning of period ...................................................    (1,914,292)                  (1,827,647)
     Dividends declared - $.0233 per share..................................        (5,580)                      (5,583)
     Retirement of common stock.............................................       (42,662)
                                                                               -----------                  ----------- 
  
     End of period..........................................................   ($1,997,138)                 ($1,833,858)
                                                                               ===========                  =========== 
  
  NET LOSS PER SHARE........................................................         ($.14)
                                                                               ===========                  =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD..................................       239,421                      239,408
                                                                               ===========                  =========== 
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                      Three Months Ended March 31,
                                                                                    1996                        1995
  <S>                                                                          <C>                             <C>   
  OPERATING ACTIVITIES
     Net loss...............................................................      ($34,604)                       ($628)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization........................................       156,873                      243,477
       Non-cash interest expense, net.......................................        16,053                       13,487
       Equity in net losses of affiliates...................................        34,502                       16,417
       Gain on sale of long-term investments................................                                   (140,968)
       Minority interest....................................................       (15,070)                      (8,068)
       Deferred income taxes and other......................................        (9,097)                       4,857
                                                                               -----------                  ----------- 
                                                                                   148,657                      128,574
  
       Decrease in accounts receivable, net.................................        23,595                       39,983
       Decrease (increase) in inventories, net..............................         2,694                      (15,295)
       Decrease (increase) in prepaid charges and other.....................         6,685                       (3,630)
       Decrease in accounts payable and accrued expenses                           (70,262)                     (86,137)
       Increase in accrued interest.........................................        16,742                        9,344
                                                                               -----------                  ----------- 
  
           Net cash provided by operating activities........................       128,111                       72,839
                                                                               -----------                  ----------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings...............................................       191,175                    1,319,621
     Retirement and repayment of debt.......................................      (167,429)                     (43,854)
     (Repurchases) issuances of common stock, net...........................       (38,226)                         626
     Equity contribution to a subsidiary....................................                                      6,556
     Dividends..............................................................        (5,580)                      (5,583)
     Other..................................................................        (8,848)                       2,072
                                                                               -----------                  ----------- 
  
           Net cash (used in) provided by financing activities                     (28,908)                   1,279,438
                                                                               -----------                  ----------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired.....................................       (16,250)                  (1,310,767)
     Proceeds from sales of short-term investments, net.....................       171,407                      104,779
     Investments, principally in affiliates.................................      (153,706)                    (137,273)
     Proceeds from sale of long-term investments............................         2,396                      188,096
     Additions to property and equipment....................................      (111,401)                    (109,618)
     Other..................................................................       (20,560)                      (6,933)
                                                                               -----------                  ----------- 
  
           Net cash used in investing activities............................      (128,114)                  (1,271,716)
                                                                               -----------                  ----------- 
  
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.........................        (28,911)                      80,561
  
  CASH AND CASH EQUIVALENTS, beginning of period............................       539,061                      335,320
                                                                               -----------                  ----------- 
  
  
  CASH AND CASH EQUIVALENTS, end of period..................................      $510,150                     $415,881
                                                                               ===========                  =========== 
  </TABLE>
  
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  March  31,  1996  and  the  condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1996 and 1995 have been prepared
       by Comcast  Corporation  (the  "Company")  and have not been audited by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments and the first
       quarter 1995  adjustment  described in Note 3) necessary to present  fairly
       the financial  position,  results of operations  and cash flows as of March
       31, 1996 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during the period.  For the three  months ended March 31, 1996
       and 1995, 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.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       Regional Sports Venture
       In March 1996, the Company entered into definitive agreements through which
       it  will  ultimately  acquire  (the  "Sports  Venture  Acquisition")  a 66%
       interest in the  Philadelphia  Flyers Limited  Partnership,  a Pennsylvania
       limited partnership ("PFLP"), the assets of which, upon consummation of the
       acquisition,  will  consist  of (i)  the  National  Basketball  Association
       ("NBA") franchise to own and operate the Philadelphia 76ers basketball team
       and related assets (the "Sixers"),  (ii) the National Hockey League ("NHL")
       franchise  to own and  operate  the  Philadelphia  Flyers  hockey  team and
       related  assets,  which PFLP currently owns (the  "Flyers"),  and (iii) two
       adjacent arenas,  leasehold  interests in and development rights related to
       the land  underlying the arenas and other adjacent  parcels of land located
       in Philadelphia,  Pennsylvania (collectively,  the "Arenas"). The remaining
       34% of PFLP will be owned by a group (the "Minority Group")  represented by
       Mr. Edward Snider  ("Snider"),  the current  majority owner of PFLP and the
       Arenas.  A company owned by Snider will manage PFLP after  consummation  of
       the Sports Venture Acquisition.
  
                                          5
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  
       In April 1996,  the Company  completed the first step of the Sports Venture
       Acquisition  by  purchasing  the  Sixers  from Mr.  Harold  Katz for $125.0
       million in cash plus assumed net liabilities of approximately $11.0 million
       through a  partnership  controlled  by the Company.  To complete the Sports
       Venture Acquisition, the Company will contribute its interest in the Sixers
       and exchange $15.0 million in cash plus approximately 5.2 million shares of
       the  Company's  Class A Special  Common Stock (the "Class A Special  Common
       Stock") or their  equivalent  for a 66% interest in PFLP. At the same time,
       Snider will cause all of the Minority Group's interests in the Arenas to be
       contributed  to PFLP for a 34%  interest in PFLP.  In  connection  with the
       Sports Venture  Acquisition,  PFLP will assume the outstanding  liabilities
       relating to the Sixers and the Arenas,  including a mortgage  obligation of
       approximately $155.0 million. The closing of the Sports Venture Acquisition
       is  expected  to occur  during the  second or third  quarter of 1996 and is
       subject to certain approvals,  including  approvals of the NBA and NHL, and
       other  conditions.  The Company  anticipates  that it will  account for its
       interest in PFLP under the equity method.
  
       Sprint Spectrum
       Effective  as of  January  1996,  the  Company,  Tele-Communications,  Inc.
       ("TCI"), Cox Communications, Inc. and Sprint Corporation (collectively, the
       "Parents"),  and certain subsidiaries of the Parents, entered into a series
       of agreements  relating to their previously  announced joint venture (March
       1995) to  engage  in the  communications  business.  Under an  Amended  and
       Restated  Agreement  of Limited  Partnership  of  MajorCo,  L.P.  (known as
       "Sprint  Spectrum"),  the business of Sprint Spectrum will be the provision
       of wireless telecommunications services and will not include the previously
       authorized business of providing local wireline  communications services to
       residences and businesses.  A partnership owned entirely by subsidiaries of
       the  Company  owns 15% of Sprint  Spectrum.  The Company  accounts  for its
       investment in Sprint Spectrum under the equity method (see Note 4).
  
       Scripps Cable
       In October 1995,  the Company  announced its agreement to acquire the cable
       television  operations  ("Scripps  Cable") of The E.W.  Scripps  Company in
       exchange  for shares of the  Company's  Class A Special  Common Stock worth
       $1.575  billion,  subject  to certain  closing  adjustments  (the  "Scripps
       Transaction").  Scripps  Cable passes  approximately  1.2 million homes and
       serves approximately 800,000 subscribers,  with over 60% of its subscribers
       located in Sacramento, California and Chattanooga and Knoxville, Tennessee.
       The acquisition is expected to close in the third quarter of 1996,  subject
       to shareholder and regulatory approval and certain other conditions.
  
       Share Repurchase Program
       Concurrent with the  announcement of the Scripps  Transaction,  the Company
       announced  that  its  Board of  Directors  authorized  a market  repurchase
       program  (the  "Repurchase  Program")  pursuant  to which the  Company  may
       purchase,  at such times and on such terms as it deems  appropriate,  up to
       $500.0  million  of  its  outstanding  common  stock,  subject  to  certain
       restrictions and market conditions. Pursuant to the Repurchase Program, the
       Company  has   repurchased   shares  of  its  common  stock  for  aggregate
       consideration  of $80.4  million  through April 30, 1996,  including  $56.7
       million during the three months ended March 31, 1996.
  
       In addition,  the Company has sold put options on 4.0 million shares of its
       Class A Special Common Stock through April 30, 1996,  including put options
       on 1.0 million of such shares sold during the three  months ended March 31,
       1996.  The put options  give the holder the right to require the Company to
       repurchase such shares at specified  prices on specific dates. In May 1996,
       the Company  extended the original May through July 1996  maturities of the
       put options to October  through  December 1996 and received $1.1 million in
       connection with the extensions.  Initial  proceeds of $3.5 million from the
       sale of these put options were credited to additional  capital.  The amount
       the Company  would be  obligated  to pay to  repurchase  such shares if all
       outstanding  put options were exercised,  totaling $69.6 million,  has been
       reclassified  to a  temporary  equity  account in the  Company's  condensed
       consolidated balance sheet as of March 31, 1996.
  
  
                                          6
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       QVC
       In February 1995, the Company and TCI acquired all of the outstanding stock
       of QVC Inc.  and its  subsidiaries  ("QVC")  not  previously  owned by them
       (approximately  65% of such  shares on a fully  diluted  basis) for $46, in
       cash,  per share  (the "QVC  Acquisition"),  representing  a total  cost of
       approximately $1.4 billion. The QVC Acquisition,  including the exercise of
       certain warrants held by the Company,  was financed with cash contributions
       from the Company and TCI of $296.3 million and $6.6 million,  respectively,
       borrowings  of $1.1 billion  under a $1.2  billion QVC credit  facility and
       existing cash and cash equivalents held by QVC.  Following the acquisition,
       the Company and TCI own, through their respective subsidiaries,  57.45% and
       42.55%,  respectively,  of  QVC.  The  Company  has  accounted  for the QVC
       Acquisition  under the purchase  method and QVC was  consolidated  with the
       Company effective February 1, 1995.
  
       Cellular Rebuild
       In 1995, the Company's  cellular division  purchased  approximately  $172.0
       million of switching and cell site  equipment  which  replaced the existing
       switching and cell site  equipment (the  "Cellular  Rebuild").  The Company
       substantially  completed the Cellular Rebuild during 1995. During the first
       quarter  of 1995,  the  Company  charged  approximately  $110.0  million to
       depreciation  expense which represented the difference between the net book
       value of the equipment  replaced and the residual  value  realized upon its
       disposal.
  
       Pro Forma Results
       The  following pro forma  information  for the three months ended March 31,
       1995 has been  presented as if the QVC  Acquisition  occurred on January 1,
       1995. This unaudited pro forma  information is based on historical  results
       of  operations,  adjusted for  acquisition  costs,  and is not  necessarily
       indicative of what the results would have been had the Company operated QVC
       since such date.
  
  <TABLE>
  <CAPTION>
                                                      (Dollars in millions, except per share data)
                                                                    Three Months Ended
                                                                     March 31, 1995 (1)
  
       <S>                                                             <C>    
            Revenues...............................................       $ 794.0
  
            Net loss...............................................          (5.6)
  
            Net loss per share.....................................          (.02)
  <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.
  </FN>
  </TABLE>
  
  
                                          7
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS
  
       Investments - Equity Method
       Summarized  financial  information  for  equity  method  investments  is as
       follows (dollars in thousands):
  <TABLE>
  <CAPTION>
                                                                Three Months        Three Months
                                                                    Ended               Ended
                                                              December 31,1995     March 31, 1996
                                                             Sprint Spectrum (1)        Other               Combined
  <S>                                                          <C>               <C>                   <C>      
       Combined Results of Operations
         Revenues, net...............................            $                    $221,119              $221,119
         Depreciation and amortization...............                   50              46,747                46,797
         Operating loss..............................              (44,779)            (40,824)              (85,603)
         Net loss as reported
            by affiliates............................              (85,313)            (68,270)             (153,583)
  
       Company's Equity in Net Loss
         Equity in current period net loss                        ($12,797)           ($19,950)             ($32,747)
         Amortization expense (3)....................                                   (1,755)               (1,755)
                                                                  --------            --------              -------- 
  
           Total equity in net loss..................             ($12,797)           ($21,705)             ($34,502)
                                                                  ========            ========              ======== 
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                              December 31, 1995    March 31, 1996
                                                             Sprint Spectrum (1)        Other               Combined
  <S>                                                         <C>                  <C>                 <C>      
       Combined Financial Position
         Current assets..................................           $1,651            $444,109              $445,760
         Noncurrent assets...............................        2,253,451           1,956,823             4,210,274
         Current liabilities.............................           53,104             268,749               321,853
         Noncurrent liabilities..........................                            1,627,776             1,627,776
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                                Three Months        Three Months
                                                                    Ended               Ended
                                                               January 31,1995     March 31, 1995
                                                                   QVC (2)              Other               Combined
  <S>                                                           <C>                 <C>                   <C>     
       Combined Results of Operations
         Revenues, net...............................             $425,921            $140,386              $566,307
         Depreciation and amortization...............               12,992              33,793                46,785
         Operating income (loss).....................               58,247             (48,955)                9,292
         Net income (loss) as reported
            by affiliates............................               28,333             (67,191)              (38,858)
  
       Company's Equity in Net Income (Loss)
         Equity in current period net income (loss)                 $4,286            ($19,978)             ($15,692)
         Amortization income (expense) (3)                           1,194              (1,919)                 (725)
                                                                  --------            --------              -------- 
  
         Total equity in net income (loss)                          $5,480            ($21,897)             ($16,417)
                                                                  ========            ========              ======== 
  <FN>
       (1)  The  Company's  equity  interest  in  Sprint  Spectrum's  net  loss is
            recorded  three  months  in  arrears.   Accordingly,   the  summarized
            financial  information  presented  above  includes  Sprint  Spectrum's
            results of operations for the three months ended December 31, 1995 and
            its financial position as of December 31, 1995.
       (2)  Through  January 31,  1995,  QVC's fiscal year end was January 31, and
            therefore,  the  Company  recorded  its equity  interest  in QVC's net
            income two months in  arrears.  For the three  months  ended March 31,
            1995, the Company recorded its equity interest in QVC's net income for
            the period from November 1, 1994 through  January 31, 1995,  which was
            not previously recorded by the Company.
  
                                          8
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
            The effect of this  one-time  adjustment  was not  significant  to the
            Company's  results of operations.  Effective  February 1, 1995,  QVC's
            results of operations were consolidated with the Company.
       (3)  The  differences  between the Company's  recorded  investments and its
            proportionate interests in the book value of the investees' net assets
            are being amortized to equity in net income or loss,  primarily over a
            period of twenty years,  which is consistent  with the estimated lives
            of the underlying assets.
  </FN>
  </TABLE>
  
       Investments - Public Companies
       In February  1996,  in  connection  with certain  preemptive  rights of the
       Company under previously  existing  agreements with Nextel  Communications,
       Inc. ("Nextel"),  the Company purchased  approximately 8.16 million shares,
       classified  as  available  for sale,  of Nextel  common stock at $12.25 per
       share, for a total cost of $99.9 million.
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $216.0  million  and $115.9
       million as of March 31,  1996 and  December  31,  1995,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $309.6  million  and $150.1
       million as of March 31,  1996 and  December  31,  1995,  respectively.  The
       unrealized  pre-tax  gains as of March 31,  1996 and  December  31, 1995 of
       $93.6 million and $34.2  million,  respectively,  have been reported in the
       Company's   condensed   consolidated   balance   sheet  as   decreases   in
       stockholders' deficiency, net of related deferred income taxes.
  
       Investments - Privately Held Companies
       In  January  1995,  the  Company  exchanged  its  investments  in  Heritage
       Communications,    Inc.   with   TCI   for   approximately   13.3   million
       publicly-traded  Class A common  shares of TCI with a fair market  value of
       approximately  $290.0  million.   Shortly  thereafter,   the  Company  sold
       approximately  9.1 million  unrestricted  TCI shares for total  proceeds of
       approximately  $188.1  million.  As a  result  of these  transactions,  the
       Company  recognized a pre-tax gain of  approximately  $141.0 million in the
       first quarter of 1995.
  
  5.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made  interest  payments of  approximately  $102.0  million and
       $94.8  million  during  the three  months  ended  March 31,  1996 and 1995,
       respectively.
  
       The Company  made cash  payments for income  taxes of  approximately  $15.3
       million and $3.1  million  during the three months ended March 31, 1996 and
       1995, respectively.
  
  6.   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.
  
  
                                          9
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  7.   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>     
  Three Months Ended March 31, 1996
  Revenues, net...............................        $382,348       $450,078        $98,192         $20,126       $950,744
  Depreciation and amortization...............          94,372         26,150         26,345          10,006        156,873
  Operating income (loss).....................          90,606         46,264          2,113         (25,733)       113,250
  Interest expense............................          56,685         18,169         20,786          39,174        134,814
  Capital expenditures........................          53,636          6,104         14,903          36,758        111,401
  Equity in net (losses) income of
      affiliates..............................          (5,554)            57           (868)        (28,137)       (34,502)
  
  As of March 31, 1996
  Assets......................................      $4,546,772     $2,072,256     $1,358,144      $1,680,758     $9,657,930
  Long-term debt, less current portion               2,986,607        904,659      1,064,756       2,145,023      7,101,045
  
  Three Months Ended March 31, 1995
  Revenues, net...............................        $347,122       $227,019        $82,153          $7,312       $663,606
  Depreciation and amortization...............          89,498         14,272        134,482           5,225        243,477
  Operating income (loss).....................          75,636         24,400       (103,296)        (20,611)       (23,871)
  Interest expense............................          61,583         12,645         17,470          25,889        117,587
  Capital expenditures........................          42,217          1,235         50,253          15,913        109,618
  Equity in net (losses) income of
      affiliates..............................          (2,969)         1,058           (264)        (14,242)       (16,417)
  <FN>
  - ---------------
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  </FN>
  </TABLE>
  
                                         10
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash, cash equivalents and short-term investments.
  
  General Developments of Business
  
  Regional Sports Venture
  In March 1996, the Company entered into definitive  agreements  through which it
  will ultimately acquire (the "Sports Venture Acquisition") a 66% interest in the
  Philadelphia  Flyers Limited  Partnership,  a Pennsylvania  limited  partnership
  ("PFLP"),  the  assets of which,  upon  consummation  of the  acquisition,  will
  consist of (i) the National Basketball  Association ("NBA") franchise to own and
  operate  the  Philadelphia   76ers  basketball  team  and  related  assets  (the
  "Sixers"),  (ii) the National Hockey League ("NHL") franchise to own and operate
  the  Philadelphia  Flyers hockey team and related  assets,  which PFLP currently
  owns (the "Flyers"),  and (iii) two adjacent arenas,  leasehold interests in and
  development  rights related to the land underlying the arenas and other adjacent
  parcels  of  land  located  in  Philadelphia,  Pennsylvania  (collectively,  the
  "Arenas").  The  remaining  34% of PFLP will be owned by a group (the  "Minority
  Group") represented by Mr. Edward Snider ("Snider"),  the current majority owner
  of PFLP and the  Arenas.  A  company  owned by Snider  will  manage  PFLP  after
  consummation of the Sports Venture Acquisition.
  
  In April  1996,  the  Company  completed  the first step of the  Sports  Venture
  Acquisition  by purchasing the Sixers from Mr. Harold Katz for $125.0 million in
  cash plus assumed net  liabilities  of  approximately  $11.0  million  through a
  partnership   controlled  by  the  Company.   To  complete  the  Sports  Venture
  Acquisition, the Company will contribute its interest in the Sixers and exchange
  $15.0  million in cash plus  approximately  5.2 million  shares of the Company's
  Class A Special  Common  Stock  (the  "Class A Special  Common  Stock") or their
  equivalent  for a 66% interest in PFLP. At the same time,  Snider will cause all
  of the Minority Group's  interests in the Arenas to be contributed to PFLP for a
  34% interest in PFLP. In connection  with the Sports Venture  Acquisition,  PFLP
  will assume the outstanding  liabilities  relating to the Sixers and the Arenas,
  including a mortgage obligation of approximately  $155.0 million. The closing of
  the Sports  Venture  Acquisition is expected to occur during the second or third
  quarter of 1996 and is subject to certain approvals,  including approvals of the
  NBA and NHL, and other conditions.  The Company anticipates that it will account
  for its interest in PFLP under the equity method.
  
  Sprint Spectrum
  Effective as of January 1996, the Company,  Tele-Communications,  Inc.  ("TCI"),
  Cox Communications,  Inc. and Sprint Corporation (collectively,  the "Parents"),
  and certain  subsidiaries of the Parents (the "Partner  Subsidiaries"),  entered
  into a series of agreements relating to their previously announced joint venture
  (March  1995) to engage in the  communications  business.  Under an Amended  and
  Restated  Agreement of Limited  Partnership  (the  "Partnership  Agreement")  of
  MajorCo, L.P. (known as "Sprint Spectrum"), the business of Sprint Spectrum will
  be the  provision of wireless  telecommunications  services and will not include
  the previously  authorized  business of providing local wireline  communications
  services  to  residences  and  businesses.   A  partnership  owned  entirely  by
  subsidiaries of the Company owns 15% of Sprint  Spectrum.  The Company  accounts
  for its investment in Sprint Spectrum under the equity method.
  
  
                                         11
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  
  Scripps Cable
  In October  1995,  the  Company  announced  its  agreement  to acquire the cable
  television  operations ("Scripps Cable") of The E.W. Scripps Company in exchange
  for shares of the Company's  Class A Special Common Stock worth $1.575  billion,
  subject to certain  closing  adjustments  (the "Scripps  Transaction").  Scripps
  Cable passes  approximately 1.2 million homes and serves  approximately  800,000
  subscribers, with over 60% of its subscribers located in Sacramento,  California
  and Chattanooga and Knoxville,  Tennessee.  The acquisition is expected to close
  in the third quarter of 1996, subject to shareholder and regulatory approval and
  certain other conditions.
  
  Share Repurchase Program
  Concurrent  with  the  announcement  of the  Scripps  Transaction,  the  Company
  announced  that its Board of Directors  authorized a market  repurchase  program
  (the "Repurchase  Program") pursuant to which the Company may purchase,  at such
  times and on such  terms as it deems  appropriate,  up to $500.0  million of its
  outstanding common stock, subject to certain restrictions and market conditions.
  Pursuant to the Repurchase  Program,  the Company has repurchased  shares of its
  common stock for  aggregate  consideration  of $80.4  million  through April 30,
  1996, including $56.7 million during the three months ended March 31, 1996.
  
  QVC
  In February 1995, the Company and TCI acquired all of the  outstanding  stock of
  QVC,  Inc.  and  its   subsidiaries   ("QVC")  not  previously   owned  by  them
  (approximately  65% of such shares on a fully  diluted  basis) for $46, in cash,
  per share (the "QVC  Acquisition"),  representing a total cost of  approximately
  $1.4 billion.  The QVC  Acquisition,  including the exercise of certain warrants
  held by the Company,  was financed with cash  contributions from the Company and
  TCI of $296.3 million and $6.6 million, respectively, borrowings of $1.1 billion
  under a $1.2 billion QVC credit facility and existing cash and cash  equivalents
  held by QVC.  Following the acquisition,  the Company and TCI own, through their
  respective subsidiaries,  57.45% and 42.55%,  respectively,  of QVC. The Company
  has  accounted  for the QVC  Acquisition  under the purchase  method and QVC was
  consolidated with the Company effective February 1, 1995.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term investments as of March 31,
  1996 were $709.7 million.  As of March 31, 1996 approximately  $462.5 million of
  the Company's cash, cash  equivalents and short-term  investments was restricted
  to use by subsidiaries of the Company under  contractual or other  arrangements,
  including  approximately $295.0 million which is restricted to use by Comcast UK
  Cable Partners Limited ("Comcast UK Cable"), a subsidiary of the Company.
  
  The Company's cash, cash equivalents and short-term  investments are recorded at
  cost which  approximates  their fair value.  As of March 31, 1996, the Company's
  short-term  investments  of $199.6  million had a weighted  average  maturity of
  approximately  17 months.  However,  due to the high degree of liquidity and the
  intent of management to use these investments as needed to fund its commitments,
  the Company considers these as current assets.
  
  Investments
  In conjunction  with the Sports Venture  Acquisition,  the Company has agreed to
  lend up to $50.0 million to PFLP on a subordinated  basis in the event that PFLP
  is unable to obtain financing from other sources.
  
  Under the provisions of the Partnership Agreement, the Partner Subsidiaries have
  committed to contribute $4.2 billion in cash to Sprint Spectrum through 1997, of
  which the Company's share is $630.0 million.  Of this funding  requirement,  the
  Company has made total cash capital  contributions  to Sprint Spectrum of $363.1
  million through March 31, 1996. The Company  anticipates that Sprint  Spectrum's
  capital   requirements   over  the  next  several  years  will  be  significant.
  Requirements  in excess of committed  capital are planned to be funded by Sprint
  Spectrum through
  
                                         12
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  external  financing.  Although it is anticipated that external financing will be
  available to Sprint Spectrum on acceptable  terms and conditions,  no assurances
  can be given as to such  availability.  The  timing of the  Company's  remaining
  capital  contributions to Sprint Spectrum is dependent upon a number of factors,
  including Sprint Spectrum's  ability to obtain external financing as well as its
  working capital requirements.
  
  In February 1996, in connection  with certain  preemptive  rights of the Company
  under  previously   existing   agreements  with  Nextel   Communications,   Inc.
  ("Nextel"),  the Company purchased approximately 8.16 million shares, classified
  as available for sale,  of Nextel common stock at $12.25 per share,  for a total
  cost of $99.9 million.  The Company  continues to hold options,  which expire in
  1997, to acquire an  additional 25 million  shares of Nextel common stock at $16
  per share.
  
  In  January   1995,   the  Company   exchanged  its   investments   in  Heritage
  Communications,  Inc. with TCI for  approximately  13.3 million  publicly-traded
  Class A common  shares of TCI with a fair market value of  approximately  $290.0
  million.  Shortly  thereafter,   the  Company  sold  approximately  9.1  million
  unrestricted  TCI shares for total  proceeds  of  approximately  $188.1  million
  (collectively,  the "Heritage Transaction").  As a result of these transactions,
  the Company  recognized a pre-tax gain of  approximately  $141.0  million in the
  first quarter of 1995.
  
  The Company does not have any  additional  significant  contractual  commitments
  with respect to any of its investments.  However, to the extent the Company does
  not fund its  investees'  capital  calls,  it exposes  itself to dilution of its
  ownership interests.
  
  Financing
  In conjunction with the Repurchase Program,  through April 30, 1996, the Company
  had sold put options on 4.0 million  shares of its Class A Special Common Stock,
  including put options on 1.0 million of such shares sold during the three months
  ended March 31,  1996.  The put options give the holder the right to require the
  Company to repurchase such shares at specified  prices on specific dates. In May
  1996, the Company  extended the original May through July 1996 maturities of the
  put  options to October  through  December  1996 and  received  $1.1  million in
  connection with the extensions.  Initial  proceeds of $3.5 million from the sale
  of these put options were credited to additional capital. The amount the Company
  would be  obligated  to pay to  repurchase  such shares if all  outstanding  put
  options were  exercised,  totaling $69.6  million,  has been  reclassified  to a
  temporary equity account in the Company's condensed  consolidated  balance sheet
  as of March 31, 1996. 
  
                             -------------------------
  
  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  through  the date of
  consummation  of  the  Scripps  Transaction.   If  the  Scripps  Transaction  is
  consummated,  the Company  will no longer  have a  deficiency  in  stockholders'
  equity;  however,  the  Company  will  continue  to  recognize  losses  for  the
  foreseeable  future,   resulting  in  decreases  in  stockholders'  equity.  The
  telecommunications  industry,  including cable and cellular communications,  and
  the electronic  retailing industry are experiencing  increasing  competition and
  rapid technological  changes. The Company's future results of operations will be
  affected by its ability to react to changes in the  competitive  environment and
  by its ability to implement new technologies.  However, management believes that
  competition,  technological changes and its significant losses and deficiency in
  stockholders'  equity  will not  significantly  affect  its  ability  to  obtain
  financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments and lines of credit and other external financing.
  
  
                                         13
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  decreased  $28.9  million as of March 31,  1996 from
  December 31, 1995 and increased $80.6 million as of March 31, 1995 from December
  31, 1994.  Changes in cash and cash  equivalents  resulted  from cash flows from
  operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities  amounted to $128.1 million and $72.8
  million for the three  months ended March 31, 1996 and 1995,  respectively.  The
  increase of $55.3  million is due to the effects of the QVC  Acquisition  and to
  changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
  disbursements.
  
  Net cash (used in) provided by financing activities was ($28.9) million and $1.3
  billion for the three  months ended March 31, 1996 and 1995,  respectively.  For
  the three months ended March 31, 1996, the Company borrowed $191.2 million under
  its existing lines of credit and repaid $167.4 million,  including approximately
  $78.5  million  under a vendor  financing  arrangement.  During the three months
  ended March 31, 1995, the Company borrowed $1.3 billion,  including $1.1 billion
  in connection with the QVC Acquisition.
  
  Net cash used in investing  activities  was $128.1  million and $1.3 billion for
  the three  months  ended  March 31, 1996 and 1995,  respectively.  For the three
  months ended March 31,  1996,  net cash used in  investing  activities  includes
  investments  in  affiliates  of $153.7  million and  additions  to property  and
  equipment of $111.4 million, offset by proceeds from the sales of short-term and
  long-term investments of $173.8 million. During the three months ended March 31,
  1995, net cash used in investing activities includes the QVC Acquisition, net of
  cash acquired, of $1.3 billion,  investments in affiliates of $137.3 million and
  additions to property and equipment of $109.6 million.  Such amounts were offset
  by  proceeds  from  sales of  short-term  and  long-term  investments  of $292.9
  million.
  
  Results of Operations
  
  The  effects  of  the  Company's  recent   acquisitions  has  been  to  increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation  and  amortization  expense and interest  expense  (see  "Operating
  Results  by  Business  Segment"  following).  As a result  of the  increases  in
  depreciation and amortization expense and interest expense associated with these
  acquisitions and their financing,  it is expected that the Company will continue
  to recognize substantial losses for the foreseeable future.
  
  
                                         14
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  Summarized  consolidated  financial  information  for the  Company for the three
  months ended March 31, 1996 and 1995 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  <TABLE>
  <CAPTION>
                                                                    Three Months Ended
                                                                         March 31,            Increase / (Decrease)
                                                                     1996         1995           $            %
  <S>                                                              <C>          <C>          <C>           <C>  
  Revenues..................................................         $950.7       $663.6       $287.1        43.3%
  Cost of goods sold from electronic retailing                        270.1        138.1        132.0        95.6
  Operating, selling, general and administrative expenses             410.5        305.9        104.6        34.2
                                                                     ------       ------
  
  Operating income before depreciation and
     amortization (1) ......................................          270.1        219.6         50.5        23.0
  Depreciation and amortization.............................          156.8        243.5        (86.7)      (35.6)
                                                                     ------       ------
  
  Operating income (loss)...................................          113.3        (23.9)       137.2          NM
                                                                     ------       ------
  
  Interest expense..........................................          134.8        117.6         17.2        14.6
  Investment income.........................................          (18.6)      (152.8)      (134.2)      (87.8)
  Equity in net losses of affiliates........................           34.5         16.4         18.1          NM
  Other.....................................................           11.4         (0.3)        11.7          NM
  Income tax expense........................................            0.9          3.9         (3.0)      (76.9)
  Minority interest.........................................          (15.1)        (8.1)         7.0        86.4
                                                                     ------       ------
  
  Net loss..................................................         ($34.6)       ($0.6)       $34.0          NM
                                                                     ======        =====
  <FN>
  - ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for 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.
  </FN>
  </TABLE>
  
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following  table sets forth  operating  results for the  Company's  domestic
  cable communications segment (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                         Three Months Ended
                                                              March 31,                          Increase
                                                       1996              1995               $                %
  <S>                                               <C>               <C>               <C>              <C>  
  Service income.................................     $382.3            $347.1            $35.2            10.1%
  Operating, selling, general and
       administrative expenses...................      197.3             182.0             15.3             8.4
                                                      ------            ------            -----
  
  Operating income before depreciation
       and amortization (a)......................     $185.0            $165.1            $19.9            12.1%
                                                      ======            ======            =====
  <FN>
  - ---------------
  (a) See footnote (1) above.
  </FN>
  </TABLE>
  
                                         15
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  Of the  increase in service  income of $35.2  million for the three month period
  from 1995 to 1996,  $9.1 million is  attributable  to subscriber  growth,  $20.0
  million  relates to changes in rates and $6.1 million relates to growth in other
  product offerings.
  
  Of the $15.3 million increase in operating,  selling, general and administrative
  expenses  for the  three  month  period  from  1995 to  1996,  $8.6  million  is
  attributable  to  increases  in the  costs of cable  programming  as a result of
  subscriber  growth,  additional  programming  offerings and changes in rates and
  $6.7  million  results  from  increases  in the cost of labor and  other  volume
  related expenses. It is anticipated that the Company's cost of cable programming
  will increase in the future as cable  programming  rates increase and additional
  sources of cable programming become available.
  
  Electronic Retailing
  
  As a result of the QVC  Acquisition,  the Company  commenced  consolidating  the
  financial  results of QVC,  effective  February  1, 1995.  The  following  table
  presents comparative  financial information for the three months ended March 31,
  1996 and pro forma  financial  information  for the three months ended March 31,
  1995, and is presented  herein for purposes of analysis and may not reflect what
  actual operating results would have been had the Company owned QVC since January
  1, 1995 (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                         Three Months Ended
                                                              March 31,                          Increase
                                                         1996             1995                $               %
  <S>                                                 <C>              <C>                <C>             <C>  
  Net sales from electronic retailing                   $450.1           $358.5             $91.6           25.6%
  Cost of goods sold from electronic retailing           270.1            216.1              54.0           25.0
  Operating, selling, general and administrative
       expenses...................................       107.6             80.3              27.3           34.0
                                                        ------           ------             -----
  
  Operating income before depreciation
       and amortization (a).......................       $72.4            $62.1             $10.3           16.6%
                                                         =====            =====             ===== 
  
  Gross margin....................................        40.0%            39.7%
  <FN>
  - ---------------
  (a) See footnote (1) on page 15.
  </FN>
  </TABLE>
  
  The consolidation of QVC's United Kingdom  operations,  effective April 1, 1995,
  resulted in an increase in net sales from electronic  retailing of $21.2 million
  for the three month period from 1995 to 1996.  The  remaining  increase of $70.4
  million is  primarily  attributable  to the  effects of an 8.3%  increase in the
  average number of QVC homes receiving QVC services in the United States.
  
  The increase in cost of goods sold from electronic retailing is directly related
  to the growth in net sales. Gross margin has remained  relatively  constant from
  1995 to 1996.
  
  The consolidation of QVC's United Kingdom  operations,  effective April 1, 1995,
  resulted in an  increase  in  operating,  selling,  general  and  administrative
  expenses  of $10.2  million for the three  month  period from 1995 to 1996.  The
  remaining  increase of $17.1 million is  attributable to higher sales volume and
  increases in advertising and administrative costs.
  
  
                                         16
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                         Three Months Ended
                                                              March 31,                     Increase/(Decrease)
                                                       1996              1995               $               %
  <S>                                                <C>              <C>               <C>             <C>  
  Service income                                       $98.2            $82.2             $16.0           19.5%
  Operating, selling, general and administrative
       expenses                                         69.7             51.0              18.7           36.7
                                                       -----            -----             -----
  Operating income before depreciation
       and amortization (a)                            $28.5            $31.2             ($2.7)          (8.7%)
                                                       =====            =====             =====
  <FN>
  - ---------------
  (a) See footnote (1) on page 15.
  </FN>
  </TABLE>
  
  Of the $16.0 million  increase in service income for the three month period from
  1995 to 1996, $20.7 million is attributable to the Company's  subscriber  growth
  and $2.2 million is attributable to other products.  Offsetting this increase is
  a decrease of $6.9  million  resulting  from a reduction in the average rate per
  minute of use from 1995 to the same period in 1996.
  
  Of the $18.7 million increase in operating,  selling, general and administrative
  expenses for the three month period from 1995 to 1996,  $12.7 million is related
  to subscriber  growth,  including the costs to acquire and service  subscribers.
  The  remaining  increase of $6.0 million is due to increases in other  expenses,
  including subscriber retention costs,  administrative costs and theft of service
  in 1996.
  
  Consolidated Analysis
  
  The  $86.7  million  decrease  in  depreciation  and  amortization   expense  is
  attributable to the effects of the rebuild of certain of the Company's  cellular
  equipment in 1995, as described  below,  partially  offset by the effects of the
  QVC Acquisition and capital expenditures.
  
  In 1995, the Company's cellular division purchased  approximately $172.0 million
  of switching and cell site equipment  which replaced the existing  switching and
  cell  site  equipment  (the  "Cellular  Rebuild").   The  Company  substantially
  completed the Cellular  Rebuild  during 1995.  During the first quarter of 1995,
  the Company charged  approximately  $110.0 million to depreciation expense which
  represented the difference  between the net book value of the equipment replaced
  and the residual value realized upon its disposal.
  
  The $17.2  million  increase in interest  expense is due to increased  levels of
  debt,  including  the debt  related to the QVC  Acquisition,  offset by interest
  capitalized  and  decreases  in rates.  The Company  anticipates  that,  for the
  foreseeable  future,  interest expense will be a significant cost to the Company
  and will have a significant  adverse effect on the Company's  ability to realize
  net  earnings.  The  Company  believes  it will  continue to be able to meet its
  obligations  through  its  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
  The $134.2 million decrease in investment  income is attributable to the effects
  of the Heritage  Transaction  in 1995,  partially  offset by interest  earned on
  larger average balances of cash, cash equivalents and short-term  investments in
  1996.
  
  
                                         17
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  The $18.1  million  increase  in equity in net  losses of  affiliates  is due to
  increased  losses  incurred by the  Company's  international  investees,  losses
  incurred by Sprint Spectrum and certain programming investees and the effects of
  the QVC Acquisition.
  
  For the three  months  ended March 31,  1996 and 1995,  the  Company's  earnings
  before minority interest, income tax expense, equity in net losses of affiliates
  and fixed charges  (interest  expense) were $120.5  million and $129.2  million,
  respectively.  Excluding  the pre-tax gain of $141.0  million  recognized in the
  first quarter of 1995 in connection with the Heritage Transaction, such earnings
  were not adequate to cover the Company's  fixed charges,  including  capitalized
  interest of $7.1 million for the three  months  ended March 31, 1996,  of $141.9
  million and $117.6  million for the three  months ended March 31, 1996 and 1995,
  respectively.   Fixed  charges  include  non-cash  interest,   net  of  interest
  capitalized, of $16.1 million and $13.5 million for the three months ended March
  31, 1996 and 1995, respectively. The inadequacy of these earnings to cover fixed
  charges is primarily due to the substantial  non-cash  charges for  depreciation
  and  amortization  expense,  including the first quarter 1995 charge  associated
  with the Cellular Rebuild.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities  because  of its  existing  cash,  cash  equivalents  and  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  
  
                                         18
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
  PART II. OTHER INFORMATION
  
       ITEM 1.   Legal Proceedings
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       financial position or results of operations.
  
       ITEM 6.Exhibits and Reports on Form 8-K
  
       (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
           10.1   Comcast Corporation 1996 Stock Option Plan, dated March 13, 1996
                  (incorporated   by  reference  to  the   definitive   additional
                  materials to the Company's  amended  definitive  Proxy Statement
                  for its Annual  Meeting of  Shareholders  to be held on June 19,
                  1996, filed on May 15, 1996).
  
           27.1   Financial Data Schedule.
  
       (b) Reports on Form 8-K
  
           The Company filed a Current Report on Form 8-K under Item 5 on February
           12,  1996   relating  to  its   January   31,  1996   agreements   with
           Tele-Communications,   Inc.,  Cox   Communications,   Inc.  and  Sprint
           Corporation  which  amended  agreements  related  to  their  previously
           announced joint venture to engage in the communications business.
  
  
  
                                         19
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  
                                      SIGNATURE
  
           Pursuant to the  Requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
  
                                          COMCAST CORPORATION
                                          ----------------------------------------
  
  
  
  
  
  
  
  
                                          /s/ LAWRENCE S. SMITH
                                          ----------------------------------------
  
                                          Lawrence S. Smith
                                          Executive Vice President
                                          (Chief Accounting Officer)
  
  
  
  Date: May 15, 1996
  
                                         20
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 81448}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST CORP", "cik": "0000022301", "assigned-sic": "4841", "irs-number": "231709202", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-06983", "film-number": "96566260"}, "business-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148", "phone": "215-665-1700"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148"}}
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:
                                   MARCH 31, 1996
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
  
               (Exact name of registrant as specified in its charter)
  
               PENNSYLVANIA                                 23-1709202
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                               ---------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No ____
  
                               ---------------------
  
  As of March 31, 1996,  there were  192,662,145  shares of Class A Special Common
  Stock, 35,114,511 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 MARCH 31, 1996
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31, 1996
                      and 1995 (Unaudited).....................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 10
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations.........................................11 - 18
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................19
  
            Item 6.   Exhibits and Reports on Form 8-K .......................19
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  commitments and the effects of  competition.  Such  forward-looking  information
  involves  important  risks and  uncertainties  that could  significantly  affect
  expected  results in the  future  from those  expressed  in any  forward-looking
  statements made by, or on behalf of, the Company.  These risks and uncertainties
  include, but are not limited to, uncertainties  relating to economic conditions,
  acquisitions and divestitures,  government and regulatory policies,  the pricing
  and   availability  of  equipment,   materials,   inventories  and  programming,
  technological  developments and changes in the competitive  environment in which
  the Company operates.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in thousands)
                                                                                  March 31,                 December 31,
                                                                                     1996                       1995
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents..............................................      $510,150                     $539,061
     Short-term investments, at cost which approximates fair value                 199,575                      370,982
     Accounts receivable, less allowance for doubtful accounts
       of $86,133 and $81,273...............................................       367,789                      390,698
     Inventories, net.......................................................       240,753                      243,447
     Prepaid charges and other..............................................        45,771                       49,671
     Deferred income taxes..................................................        62,287                       59,799
                                                                                ----------                   ----------
  
         Total current assets...............................................     1,426,325                    1,653,658
                                                                                ----------                   ----------
  
  INVESTMENTS, principally in affiliates....................................     1,008,441                      906,383
                                                                                ----------                   ----------
  
  PROPERTY AND EQUIPMENT....................................................     2,839,028                    2,575,633
     Accumulated depreciation...............................................      (982,195)                    (932,031)
                                                                                ----------                   ----------
  
     Property and equipment, net............................................     1,856,833                    1,643,602
                                                                                ----------                   ----------
  
  DEFERRED CHARGES..........................................................     6,629,040                    6,552,437
     Accumulated amortization...............................................    (1,262,709)                  (1,175,772)
                                                                                ----------                   ----------
  
     Deferred charges, net..................................................     5,366,331                    5,376,665
                                                                                ----------                   ----------
  
                                                                                $9,657,930                   $9,580,308
                                                                                ==========                   ==========
  
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses..................................      $853,972                     $963,991
     Accrued interest.......................................................        89,417                       72,675
     Current portion of long-term debt......................................        66,183                       85,403
                                                                                ----------                   ----------
  
         Total current liabilities..........................................     1,009,572                    1,122,069
                                                                                ----------                   ----------
  
  LONG-TERM DEBT, less current portion......................................     7,101,045                    6,943,766
                                                                                ----------                   ----------
  
  DEFERRED INCOME TAXES.....................................................     1,519,247                    1,517,995
                                                                                ----------                   ----------
  
  MINORITY INTEREST AND OTHER...............................................       850,011                      772,004
                                                                                ----------                   ----------
  
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS.................................................        69,625                       52,125
                                                                                ----------                   ----------
  
  STOCKHOLDERS' DEFICIENCY
     Class A special common stock, $1 par value - authorized, 500,000,000
       shares;  issued, 192,662,145 and 192,844,814.........................       192,662                      192,845
     Class A common stock, $1 par value - authorized, 200,000,000
       shares;  issued, 35,114,511 and 37,706,517...........................        35,115                       37,707
     Class B common stock, $1 par value - authorized, 50,000,000
       shares;  issued, 8,786,250...........................................         8,786                        8,786
     Additional capital.....................................................       828,570                      843,113
     Accumulated deficit....................................................    (1,997,138)                  (1,914,292)
     Unrealized gains on marketable securities..............................        60,841                       22,210
     Cumulative translation adjustments.....................................       (20,406)                     (18,020)
                                                                                ----------                   ----------
  
         Total stockholders' deficiency.....................................      (891,570)                    (827,651)
                                                                                ----------                   ----------
  
                                                                                $9,657,930                   $9,580,308
                                                                                ==========                   ==========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in thousands, except per share data)
                                                                                      Three Months Ended March 31,
                                                                                    1996                        1995
  REVENUES
     Service income.........................................................      $500,666                     $436,587
     Net sales from electronic retailing....................................       450,078                      227,019
                                                                               -----------                  ----------- 
  
                                                                                   950,744                      663,606
                                                                               -----------                  ----------- 
  
  COSTS AND EXPENSES
     Operating..............................................................       229,763                      171,467
     Cost of goods sold from electronic retailing...........................       270,146                      138,074
     Selling, general and administrative....................................       180,712                      134,459
     Depreciation and amortization..........................................       156,873                      243,477
                                                                               -----------                  ----------- 
  
                                                                                   837,494                      687,477
                                                                               -----------                  ----------- 
  
  OPERATING INCOME (LOSS)...................................................       113,250                      (23,871)
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense.......................................................       134,814                      117,587
     Investment income......................................................       (18,645)                    (152,824)
     Equity in net losses of affiliates.....................................        34,502                       16,417
     Other..................................................................        11,389                         (290)
                                                                               -----------                  ----------- 
  
                                                                                   162,060                      (19,110)
                                                                               -----------                  ----------- 
  
  LOSS BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST                             (48,810)                      (4,761)
  
  INCOME TAX EXPENSE........................................................           864                        3,935
                                                                               -----------                  ----------- 
  
  LOSS BEFORE MINORITY INTEREST.............................................       (49,674)                      (8,696)
  
  MINORITY INTEREST.........................................................       (15,070)                      (8,068)
                                                                               -----------                  ----------- 
  
  NET LOSS                                                                         (34,604)                        (628)
  
  ACCUMULATED DEFICIT
     Beginning of period ...................................................    (1,914,292)                  (1,827,647)
     Dividends declared - $.0233 per share..................................        (5,580)                      (5,583)
     Retirement of common stock.............................................       (42,662)
                                                                               -----------                  ----------- 
  
     End of period..........................................................   ($1,997,138)                 ($1,833,858)
                                                                               ===========                  =========== 
  
  NET LOSS PER SHARE........................................................         ($.14)
                                                                               ===========                  =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD..................................       239,421                      239,408
                                                                               ===========                  ===========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in thousands)
                                                                                      Three Months Ended March 31,
                                                                                    1996                        1995
  OPERATING ACTIVITIES
     Net loss...............................................................      ($34,604)                       ($628)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization........................................       156,873                      243,477
       Non-cash interest expense, net.......................................        16,053                       13,487
       Equity in net losses of affiliates...................................        34,502                       16,417
       Gain on sale of long-term investments................................                                   (140,968)
       Minority interest....................................................       (15,070)                      (8,068)
       Deferred income taxes and other......................................        (9,097)                       4,857
                                                                               -----------                  ----------- 
                                                                                   148,657                      128,574
  
       Decrease in accounts receivable, net.................................        23,595                       39,983
       Decrease (increase) in inventories, net..............................         2,694                      (15,295)
       Decrease (increase) in prepaid charges and other.....................         6,685                       (3,630)
       Decrease in accounts payable and accrued expenses                           (70,262)                     (86,137)
       Increase in accrued interest.........................................        16,742                        9,344
                                                                               -----------                  ----------- 
  
           Net cash provided by operating activities........................       128,111                       72,839
                                                                               -----------                  ----------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings...............................................       191,175                    1,319,621
     Retirement and repayment of debt.......................................      (167,429)                     (43,854)
     (Repurchases) issuances of common stock, net...........................       (38,226)                         626
     Equity contribution to a subsidiary....................................                                      6,556
     Dividends..............................................................        (5,580)                      (5,583)
     Other..................................................................        (8,848)                       2,072
                                                                               -----------                  ----------- 
  
           Net cash (used in) provided by financing activities                     (28,908)                   1,279,438
                                                                               -----------                  ----------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired.....................................       (16,250)                  (1,310,767)
     Proceeds from sales of short-term investments, net.....................       171,407                      104,779
     Investments, principally in affiliates.................................      (153,706)                    (137,273)
     Proceeds from sale of long-term investments............................         2,396                      188,096
     Additions to property and equipment....................................      (111,401)                    (109,618)
     Other..................................................................       (20,560)                      (6,933)
                                                                               -----------                  ----------- 
  
           Net cash used in investing activities............................      (128,114)                  (1,271,716)
                                                                               -----------                  ----------- 
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.........................        (28,911)                      80,561
  
  CASH AND CASH EQUIVALENTS, beginning of period............................       539,061                      335,320
                                                                               -----------                  ----------- 
  
  CASH AND CASH EQUIVALENTS, end of period..................................      $510,150                     $415,881
                                                                               ===========                  ===========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  March  31,  1996  and  the  condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1996 and 1995 have been prepared
       by Comcast  Corporation  (the  "Company")  and have not been audited by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments and the first
       quarter 1995  adjustment  described in Note 3) necessary to present  fairly
       the financial  position,  results of operations  and cash flows as of March
       31, 1996 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during the period.  For the three  months ended March 31, 1996
       and 1995, 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.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       Regional Sports Venture
       In March 1996, the Company entered into definitive agreements through which
       it  will  ultimately  acquire  (the  "Sports  Venture  Acquisition")  a 66%
       interest in the  Philadelphia  Flyers Limited  Partnership,  a Pennsylvania
       limited partnership ("PFLP"), the assets of which, upon consummation of the
       acquisition,  will  consist  of (i)  the  National  Basketball  Association
       ("NBA") franchise to own and operate the Philadelphia 76ers basketball team
       and related assets (the "Sixers"),  (ii) the National Hockey League ("NHL")
       franchise  to own and  operate  the  Philadelphia  Flyers  hockey  team and
       related  assets,  which PFLP currently owns (the  "Flyers"),  and (iii) two
       adjacent arenas,  leasehold  interests in and development rights related to
       the land  underlying the arenas and other adjacent  parcels of land located
       in Philadelphia,  Pennsylvania (collectively,  the "Arenas"). The remaining
       34% of PFLP will be owned by a group (the "Minority Group")  represented by
       Mr. Edward Snider  ("Snider"),  the current  majority owner of PFLP and the
       Arenas.  A company owned by Snider will manage PFLP after  consummation  of
       the Sports Venture Acquisition.
  
                                          5
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       In April 1996,  the Company  completed the first step of the Sports Venture
       Acquisition  by  purchasing  the  Sixers  from Mr.  Harold  Katz for $125.0
       million in cash plus assumed net liabilities of approximately $11.0 million
       through a  partnership  controlled  by the Company.  To complete the Sports
       Venture Acquisition, the Company will contribute its interest in the Sixers
       and exchange $15.0 million in cash plus approximately 5.2 million shares of
       the  Company's  Class A Special  Common Stock (the "Class A Special  Common
       Stock") or their  equivalent  for a 66% interest in PFLP. At the same time,
       Snider will cause all of the Minority Group's interests in the Arenas to be
       contributed  to PFLP for a 34%  interest in PFLP.  In  connection  with the
       Sports Venture  Acquisition,  PFLP will assume the outstanding  liabilities
       relating to the Sixers and the Arenas,  including a mortgage  obligation of
       approximately $155.0 million. The closing of the Sports Venture Acquisition
       is  expected  to occur  during the  second or third  quarter of 1996 and is
       subject to certain approvals,  including  approvals of the NBA and NHL, and
       other  conditions.  The Company  anticipates  that it will  account for its
       interest in PFLP under the equity method.
  
       Sprint Spectrum
       Effective  as of  January  1996,  the  Company,  Tele-Communications,  Inc.
       ("TCI"), Cox Communications, Inc. and Sprint Corporation (collectively, the
       "Parents"),  and certain subsidiaries of the Parents, entered into a series
       of agreements  relating to their previously  announced joint venture (March
       1995) to  engage  in the  communications  business.  Under an  Amended  and
       Restated  Agreement  of Limited  Partnership  of  MajorCo,  L.P.  (known as
       "Sprint  Spectrum"),  the business of Sprint Spectrum will be the provision
       of wireless telecommunications services and will not include the previously
       authorized business of providing local wireline  communications services to
       residences and businesses.  A partnership owned entirely by subsidiaries of
       the  Company  owns 15% of Sprint  Spectrum.  The Company  accounts  for its
       investment in Sprint Spectrum under the equity method (see Note 4).
  
       Scripps Cable
       In October 1995,  the Company  announced its agreement to acquire the cable
       television  operations  ("Scripps  Cable") of The E.W.  Scripps  Company in
       exchange  for shares of the  Company's  Class A Special  Common Stock worth
       $1.575  billion,  subject  to certain  closing  adjustments  (the  "Scripps
       Transaction").  Scripps  Cable passes  approximately  1.2 million homes and
       serves approximately 800,000 subscribers,  with over 60% of its subscribers
       located in Sacramento, California and Chattanooga and Knoxville, Tennessee.
       The acquisition is expected to close in the third quarter of 1996,  subject
       to shareholder and regulatory approval and certain other conditions.
  
       Share Repurchase Program
       Concurrent with the  announcement of the Scripps  Transaction,  the Company
       announced  that  its  Board of  Directors  authorized  a market  repurchase
       program  (the  "Repurchase  Program")  pursuant  to which the  Company  may
       purchase,  at such times and on such terms as it deems  appropriate,  up to
       $500.0  million  of  its  outstanding  common  stock,  subject  to  certain
       restrictions and market conditions. Pursuant to the Repurchase Program, the
       Company  has   repurchased   shares  of  its  common  stock  for  aggregate
       consideration  of $80.4  million  through April 30, 1996,  including  $56.7
       million during the three months ended March 31, 1996.
  
       In addition,  the Company has sold put options on 4.0 million shares of its
       Class A Special Common Stock through April 30, 1996,  including put options
       on 1.0 million of such shares sold during the three  months ended March 31,
       1996.  The put options  give the holder the right to require the Company to
       repurchase such shares at specified  prices on specific dates. In May 1996,
       the Company  extended the original May through July 1996  maturities of the
       put options to October  through  December 1996 and received $1.1 million in
       connection with the extensions.  Initial  proceeds of $3.5 million from the
       sale of these put options were credited to additional  capital.  The amount
       the Company  would be  obligated  to pay to  repurchase  such shares if all
       outstanding  put options were exercised,  totaling $69.6 million,  has been
       reclassified  to a  temporary  equity  account in the  Company's  condensed
       consolidated balance sheet as of March 31, 1996.
  
                                          6
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       QVC
       In February 1995, the Company and TCI acquired all of the outstanding stock
       of QVC Inc.  and its  subsidiaries  ("QVC")  not  previously  owned by them
       (approximately  65% of such  shares on a fully  diluted  basis) for $46, in
       cash,  per share  (the "QVC  Acquisition"),  representing  a total  cost of
       approximately $1.4 billion. The QVC Acquisition,  including the exercise of
       certain warrants held by the Company,  was financed with cash contributions
       from the Company and TCI of $296.3 million and $6.6 million,  respectively,
       borrowings  of $1.1 billion  under a $1.2  billion QVC credit  facility and
       existing cash and cash equivalents held by QVC.  Following the acquisition,
       the Company and TCI own, through their respective subsidiaries,  57.45% and
       42.55%,  respectively,  of  QVC.  The  Company  has  accounted  for the QVC
       Acquisition  under the purchase  method and QVC was  consolidated  with the
       Company effective February 1, 1995.
  
       Cellular Rebuild
       In 1995, the Company's  cellular division  purchased  approximately  $172.0
       million of switching and cell site  equipment  which  replaced the existing
       switching and cell site  equipment (the  "Cellular  Rebuild").  The Company
       substantially  completed the Cellular Rebuild during 1995. During the first
       quarter  of 1995,  the  Company  charged  approximately  $110.0  million to
       depreciation  expense which represented the difference between the net book
       value of the equipment  replaced and the residual  value  realized upon its
       disposal.
  
       Pro Forma Results
       The  following pro forma  information  for the three months ended March 31,
       1995 has been  presented as if the QVC  Acquisition  occurred on January 1,
       1995. This unaudited pro forma  information is based on historical  results
       of  operations,  adjusted for  acquisition  costs,  and is not  necessarily
       indicative of what the results would have been had the Company operated QVC
       since such date.
  (Dollars in millions, except per share data)
                                                                    Three Months Ended
                                                                     March 31, 1995 (1)
  Revenues...............................................       $ 794.0
  
            Net loss...............................................          (5.6)
  
            Net loss per share.....................................          (.02)
  (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.
  7
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS
  
       Investments - Equity Method
       Summarized  financial  information  for  equity  method  investments  is as
       follows (dollars in thousands):
  Three Months        Three Months
                                                                    Ended               Ended
                                                              December 31,1995     March 31, 1996
                                                             Sprint Spectrum (1)        Other               Combined
  Combined Results of Operations
         Revenues, net...............................            $                    $221,119              $221,119
         Depreciation and amortization...............                   50              46,747                46,797
         Operating loss..............................              (44,779)            (40,824)              (85,603)
         Net loss as reported
            by affiliates............................              (85,313)            (68,270)             (153,583)
  
       Company's Equity in Net Loss
         Equity in current period net loss                        ($12,797)           ($19,950)             ($32,747)
         Amortization expense (3)....................                                   (1,755)               (1,755)
                                                                  --------            --------              -------- 
  
           Total equity in net loss..................             ($12,797)           ($21,705)             ($34,502)
                                                                  ========            ========              ========
  December 31, 1995    March 31, 1996
                                                             Sprint Spectrum (1)        Other               Combined
  Combined Financial Position
         Current assets..................................           $1,651            $444,109              $445,760
         Noncurrent assets...............................        2,253,451           1,956,823             4,210,274
         Current liabilities.............................           53,104             268,749               321,853
         Noncurrent liabilities..........................                            1,627,776             1,627,776
  Three Months        Three Months
                                                                    Ended               Ended
                                                               January 31,1995     March 31, 1995
                                                                   QVC (2)              Other               Combined
  Combined Results of Operations
         Revenues, net...............................             $425,921            $140,386              $566,307
         Depreciation and amortization...............               12,992              33,793                46,785
         Operating income (loss).....................               58,247             (48,955)                9,292
         Net income (loss) as reported
            by affiliates............................               28,333             (67,191)              (38,858)
  
       Company's Equity in Net Income (Loss)
         Equity in current period net income (loss)                 $4,286            ($19,978)             ($15,692)
         Amortization income (expense) (3)                           1,194              (1,919)                 (725)
                                                                  --------            --------              -------- 
  
         Total equity in net income (loss)                          $5,480            ($21,897)             ($16,417)
                                                                  ========            ========              ========
  (1)  The  Company's  equity  interest  in  Sprint  Spectrum's  net  loss is
            recorded  three  months  in  arrears.   Accordingly,   the  summarized
            financial  information  presented  above  includes  Sprint  Spectrum's
            results of operations for the three months ended December 31, 1995 and
            its financial position as of December 31, 1995.
       (2)  Through  January 31,  1995,  QVC's fiscal year end was January 31, and
            therefore,  the  Company  recorded  its equity  interest  in QVC's net
            income two months in  arrears.  For the three  months  ended March 31,
            1995, the Company recorded its equity interest in QVC's net income for
            the period from November 1, 1994 through  January 31, 1995,  which was
            not previously recorded by the Company.
  
                                          8
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
            The effect of this  one-time  adjustment  was not  significant  to the
            Company's  results of operations.  Effective  February 1, 1995,  QVC's
            results of operations were consolidated with the Company.
       (3)  The  differences  between the Company's  recorded  investments and its
            proportionate interests in the book value of the investees' net assets
            are being amortized to equity in net income or loss,  primarily over a
            period of twenty years,  which is consistent  with the estimated lives
            of the underlying assets.
  Investments - Public Companies
       In February  1996,  in  connection  with certain  preemptive  rights of the
       Company under previously  existing  agreements with Nextel  Communications,
       Inc. ("Nextel"),  the Company purchased  approximately 8.16 million shares,
       classified  as  available  for sale,  of Nextel  common stock at $12.25 per
       share, for a total cost of $99.9 million.
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $216.0  million  and $115.9
       million as of March 31,  1996 and  December  31,  1995,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $309.6  million  and $150.1
       million as of March 31,  1996 and  December  31,  1995,  respectively.  The
       unrealized  pre-tax  gains as of March 31,  1996 and  December  31, 1995 of
       $93.6 million and $34.2  million,  respectively,  have been reported in the
       Company's   condensed   consolidated   balance   sheet  as   decreases   in
       stockholders' deficiency, net of related deferred income taxes.
  
       Investments - Privately Held Companies
       In  January  1995,  the  Company  exchanged  its  investments  in  Heritage
       Communications,    Inc.   with   TCI   for   approximately   13.3   million
       publicly-traded  Class A common  shares of TCI with a fair market  value of
       approximately  $290.0  million.   Shortly  thereafter,   the  Company  sold
       approximately  9.1 million  unrestricted  TCI shares for total  proceeds of
       approximately  $188.1  million.  As a  result  of these  transactions,  the
       Company  recognized a pre-tax gain of  approximately  $141.0 million in the
       first quarter of 1995.
  
  5.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made  interest  payments of  approximately  $102.0  million and
       $94.8  million  during  the three  months  ended  March 31,  1996 and 1995,
       respectively.
  
       The Company  made cash  payments for income  taxes of  approximately  $15.3
       million and $3.1  million  during the three months ended March 31, 1996 and
       1995, respectively.
  
  6.   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.
  
                                          9
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  7.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  Domestic
                                                       Cable        Electronic      Cellular       Corporate
                                                  Communications     Retailing   Communications  and Other (1)       Total
  Three Months Ended March 31, 1996
  Revenues, net...............................        $382,348       $450,078        $98,192         $20,126       $950,744
  Depreciation and amortization...............          94,372         26,150         26,345          10,006        156,873
  Operating income (loss).....................          90,606         46,264          2,113         (25,733)       113,250
  Interest expense............................          56,685         18,169         20,786          39,174        134,814
  Capital expenditures........................          53,636          6,104         14,903          36,758        111,401
  Equity in net (losses) income of
      affiliates..............................          (5,554)            57           (868)        (28,137)       (34,502)
  
  As of March 31, 1996
  Assets......................................      $4,546,772     $2,072,256     $1,358,144      $1,680,758     $9,657,930
  Long-term debt, less current portion               2,986,607        904,659      1,064,756       2,145,023      7,101,045
  
  Three Months Ended March 31, 1995
  Revenues, net...............................        $347,122       $227,019        $82,153          $7,312       $663,606
  Depreciation and amortization...............          89,498         14,272        134,482           5,225        243,477
  Operating income (loss).....................          75,636         24,400       (103,296)        (20,611)       (23,871)
  Interest expense............................          61,583         12,645         17,470          25,889        117,587
  Capital expenditures........................          42,217          1,235         50,253          15,913        109,618
  Equity in net (losses) income of
      affiliates..............................          (2,969)         1,058           (264)        (14,242)       (16,417)
  - ---------------
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  10
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash, cash equivalents and short-term investments.
  
  General Developments of Business
  
  Regional Sports Venture
  In March 1996, the Company entered into definitive  agreements  through which it
  will ultimately acquire (the "Sports Venture Acquisition") a 66% interest in the
  Philadelphia  Flyers Limited  Partnership,  a Pennsylvania  limited  partnership
  ("PFLP"),  the  assets of which,  upon  consummation  of the  acquisition,  will
  consist of (i) the National Basketball  Association ("NBA") franchise to own and
  operate  the  Philadelphia   76ers  basketball  team  and  related  assets  (the
  "Sixers"),  (ii) the National Hockey League ("NHL") franchise to own and operate
  the  Philadelphia  Flyers hockey team and related  assets,  which PFLP currently
  owns (the "Flyers"),  and (iii) two adjacent arenas,  leasehold interests in and
  development  rights related to the land underlying the arenas and other adjacent
  parcels  of  land  located  in  Philadelphia,  Pennsylvania  (collectively,  the
  "Arenas").  The  remaining  34% of PFLP will be owned by a group (the  "Minority
  Group") represented by Mr. Edward Snider ("Snider"),  the current majority owner
  of PFLP and the  Arenas.  A  company  owned by Snider  will  manage  PFLP  after
  consummation of the Sports Venture Acquisition.
  
  In April  1996,  the  Company  completed  the first step of the  Sports  Venture
  Acquisition  by purchasing the Sixers from Mr. Harold Katz for $125.0 million in
  cash plus assumed net  liabilities  of  approximately  $11.0  million  through a
  partnership   controlled  by  the  Company.   To  complete  the  Sports  Venture
  Acquisition, the Company will contribute its interest in the Sixers and exchange
  $15.0  million in cash plus  approximately  5.2 million  shares of the Company's
  Class A Special  Common  Stock  (the  "Class A Special  Common  Stock") or their
  equivalent  for a 66% interest in PFLP. At the same time,  Snider will cause all
  of the Minority Group's  interests in the Arenas to be contributed to PFLP for a
  34% interest in PFLP. In connection  with the Sports Venture  Acquisition,  PFLP
  will assume the outstanding  liabilities  relating to the Sixers and the Arenas,
  including a mortgage obligation of approximately  $155.0 million. The closing of
  the Sports  Venture  Acquisition is expected to occur during the second or third
  quarter of 1996 and is subject to certain approvals,  including approvals of the
  NBA and NHL, and other conditions.  The Company anticipates that it will account
  for its interest in PFLP under the equity method.
  
  Sprint Spectrum
  Effective as of January 1996, the Company,  Tele-Communications,  Inc.  ("TCI"),
  Cox Communications,  Inc. and Sprint Corporation (collectively,  the "Parents"),
  and certain  subsidiaries of the Parents (the "Partner  Subsidiaries"),  entered
  into a series of agreements relating to their previously announced joint venture
  (March  1995) to engage in the  communications  business.  Under an Amended  and
  Restated  Agreement of Limited  Partnership  (the  "Partnership  Agreement")  of
  MajorCo, L.P. (known as "Sprint Spectrum"), the business of Sprint Spectrum will
  be the  provision of wireless  telecommunications  services and will not include
  the previously  authorized  business of providing local wireline  communications
  services  to  residences  and  businesses.   A  partnership  owned  entirely  by
  subsidiaries of the Company owns 15% of Sprint  Spectrum.  The Company  accounts
  for its investment in Sprint Spectrum under the equity method.
  
                                         11
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  Scripps Cable
  In October  1995,  the  Company  announced  its  agreement  to acquire the cable
  television  operations ("Scripps Cable") of The E.W. Scripps Company in exchange
  for shares of the Company's  Class A Special Common Stock worth $1.575  billion,
  subject to certain  closing  adjustments  (the "Scripps  Transaction").  Scripps
  Cable passes  approximately 1.2 million homes and serves  approximately  800,000
  subscribers, with over 60% of its subscribers located in Sacramento,  California
  and Chattanooga and Knoxville,  Tennessee.  The acquisition is expected to close
  in the third quarter of 1996, subject to shareholder and regulatory approval and
  certain other conditions.
  
  Share Repurchase Program
  Concurrent  with  the  announcement  of the  Scripps  Transaction,  the  Company
  announced  that its Board of Directors  authorized a market  repurchase  program
  (the "Repurchase  Program") pursuant to which the Company may purchase,  at such
  times and on such  terms as it deems  appropriate,  up to $500.0  million of its
  outstanding common stock, subject to certain restrictions and market conditions.
  Pursuant to the Repurchase  Program,  the Company has repurchased  shares of its
  common stock for  aggregate  consideration  of $80.4  million  through April 30,
  1996, including $56.7 million during the three months ended March 31, 1996.
  
  QVC
  In February 1995, the Company and TCI acquired all of the  outstanding  stock of
  QVC,  Inc.  and  its   subsidiaries   ("QVC")  not  previously   owned  by  them
  (approximately  65% of such shares on a fully  diluted  basis) for $46, in cash,
  per share (the "QVC  Acquisition"),  representing a total cost of  approximately
  $1.4 billion.  The QVC  Acquisition,  including the exercise of certain warrants
  held by the Company,  was financed with cash  contributions from the Company and
  TCI of $296.3 million and $6.6 million, respectively, borrowings of $1.1 billion
  under a $1.2 billion QVC credit facility and existing cash and cash  equivalents
  held by QVC.  Following the acquisition,  the Company and TCI own, through their
  respective subsidiaries,  57.45% and 42.55%,  respectively,  of QVC. The Company
  has  accounted  for the QVC  Acquisition  under the purchase  method and QVC was
  consolidated with the Company effective February 1, 1995.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term investments as of March 31,
  1996 were $709.7 million.  As of March 31, 1996 approximately  $462.5 million of
  the Company's cash, cash  equivalents and short-term  investments was restricted
  to use by subsidiaries of the Company under  contractual or other  arrangements,
  including  approximately $295.0 million which is restricted to use by Comcast UK
  Cable Partners Limited ("Comcast UK Cable"), a subsidiary of the Company.
  
  The Company's cash, cash equivalents and short-term  investments are recorded at
  cost which  approximates  their fair value.  As of March 31, 1996, the Company's
  short-term  investments  of $199.6  million had a weighted  average  maturity of
  approximately  17 months.  However,  due to the high degree of liquidity and the
  intent of management to use these investments as needed to fund its commitments,
  the Company considers these as current assets.
  
  Investments
  In conjunction  with the Sports Venture  Acquisition,  the Company has agreed to
  lend up to $50.0 million to PFLP on a subordinated  basis in the event that PFLP
  is unable to obtain financing from other sources.
  
  Under the provisions of the Partnership Agreement, the Partner Subsidiaries have
  committed to contribute $4.2 billion in cash to Sprint Spectrum through 1997, of
  which the Company's share is $630.0 million.  Of this funding  requirement,  the
  Company has made total cash capital  contributions  to Sprint Spectrum of $363.1
  million through March 31, 1996. The Company  anticipates that Sprint  Spectrum's
  capital   requirements   over  the  next  several  years  will  be  significant.
  Requirements  in excess of committed  capital are planned to be funded by Sprint
  Spectrum through
  
                                         12
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  external  financing.  Although it is anticipated that external financing will be
  available to Sprint Spectrum on acceptable  terms and conditions,  no assurances
  can be given as to such  availability.  The  timing of the  Company's  remaining
  capital  contributions to Sprint Spectrum is dependent upon a number of factors,
  including Sprint Spectrum's  ability to obtain external financing as well as its
  working capital requirements.
  
  In February 1996, in connection  with certain  preemptive  rights of the Company
  under  previously   existing   agreements  with  Nextel   Communications,   Inc.
  ("Nextel"),  the Company purchased approximately 8.16 million shares, classified
  as available for sale,  of Nextel common stock at $12.25 per share,  for a total
  cost of $99.9 million.  The Company  continues to hold options,  which expire in
  1997, to acquire an  additional 25 million  shares of Nextel common stock at $16
  per share.
  
  In  January   1995,   the  Company   exchanged  its   investments   in  Heritage
  Communications,  Inc. with TCI for  approximately  13.3 million  publicly-traded
  Class A common  shares of TCI with a fair market value of  approximately  $290.0
  million.  Shortly  thereafter,   the  Company  sold  approximately  9.1  million
  unrestricted  TCI shares for total  proceeds  of  approximately  $188.1  million
  (collectively,  the "Heritage Transaction").  As a result of these transactions,
  the Company  recognized a pre-tax gain of  approximately  $141.0  million in the
  first quarter of 1995.
  
  The Company does not have any  additional  significant  contractual  commitments
  with respect to any of its investments.  However, to the extent the Company does
  not fund its  investees'  capital  calls,  it exposes  itself to dilution of its
  ownership interests.
  
  Financing
  In conjunction with the Repurchase Program,  through April 30, 1996, the Company
  had sold put options on 4.0 million  shares of its Class A Special Common Stock,
  including put options on 1.0 million of such shares sold during the three months
  ended March 31,  1996.  The put options give the holder the right to require the
  Company to repurchase such shares at specified  prices on specific dates. In May
  1996, the Company  extended the original May through July 1996 maturities of the
  put  options to October  through  December  1996 and  received  $1.1  million in
  connection with the extensions.  Initial  proceeds of $3.5 million from the sale
  of these put options were credited to additional capital. The amount the Company
  would be  obligated  to pay to  repurchase  such shares if all  outstanding  put
  options were  exercised,  totaling $69.6  million,  has been  reclassified  to a
  temporary equity account in the Company's condensed  consolidated  balance sheet
  as of March 31, 1996. 
  
                             -------------------------
  
  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  through  the date of
  consummation  of  the  Scripps  Transaction.   If  the  Scripps  Transaction  is
  consummated,  the Company  will no longer  have a  deficiency  in  stockholders'
  equity;  however,  the  Company  will  continue  to  recognize  losses  for  the
  foreseeable  future,   resulting  in  decreases  in  stockholders'  equity.  The
  telecommunications  industry,  including cable and cellular communications,  and
  the electronic  retailing industry are experiencing  increasing  competition and
  rapid technological  changes. The Company's future results of operations will be
  affected by its ability to react to changes in the  competitive  environment and
  by its ability to implement new technologies.  However, management believes that
  competition,  technological changes and its significant losses and deficiency in
  stockholders'  equity  will not  significantly  affect  its  ability  to  obtain
  financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments and lines of credit and other external financing.
  
                                         13
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  decreased  $28.9  million as of March 31,  1996 from
  December 31, 1995 and increased $80.6 million as of March 31, 1995 from December
  31, 1994.  Changes in cash and cash  equivalents  resulted  from cash flows from
  operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities  amounted to $128.1 million and $72.8
  million for the three  months ended March 31, 1996 and 1995,  respectively.  The
  increase of $55.3  million is due to the effects of the QVC  Acquisition  and to
  changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
  disbursements.
  
  Net cash (used in) provided by financing activities was ($28.9) million and $1.3
  billion for the three  months ended March 31, 1996 and 1995,  respectively.  For
  the three months ended March 31, 1996, the Company borrowed $191.2 million under
  its existing lines of credit and repaid $167.4 million,  including approximately
  $78.5  million  under a vendor  financing  arrangement.  During the three months
  ended March 31, 1995, the Company borrowed $1.3 billion,  including $1.1 billion
  in connection with the QVC Acquisition.
  
  Net cash used in investing  activities  was $128.1  million and $1.3 billion for
  the three  months  ended  March 31, 1996 and 1995,  respectively.  For the three
  months ended March 31,  1996,  net cash used in  investing  activities  includes
  investments  in  affiliates  of $153.7  million and  additions  to property  and
  equipment of $111.4 million, offset by proceeds from the sales of short-term and
  long-term investments of $173.8 million. During the three months ended March 31,
  1995, net cash used in investing activities includes the QVC Acquisition, net of
  cash acquired, of $1.3 billion,  investments in affiliates of $137.3 million and
  additions to property and equipment of $109.6 million.  Such amounts were offset
  by  proceeds  from  sales of  short-term  and  long-term  investments  of $292.9
  million.
  
  Results of Operations
  
  The  effects  of  the  Company's  recent   acquisitions  has  been  to  increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation  and  amortization  expense and interest  expense  (see  "Operating
  Results  by  Business  Segment"  following).  As a result  of the  increases  in
  depreciation and amortization expense and interest expense associated with these
  acquisitions and their financing,  it is expected that the Company will continue
  to recognize substantial losses for the foreseeable future.
  
                                         14
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  Summarized  consolidated  financial  information  for the  Company for the three
  months ended March 31, 1996 and 1995 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  Three Months Ended
                                                                         March 31,            Increase / (Decrease)
                                                                     1996         1995           $            %
  Revenues..................................................         $950.7       $663.6       $287.1        43.3%
  Cost of goods sold from electronic retailing                        270.1        138.1        132.0        95.6
  Operating, selling, general and administrative expenses             410.5        305.9        104.6        34.2
                                                                     ------       ------
  
  Operating income before depreciation and
     amortization (1) ......................................          270.1        219.6         50.5        23.0
  Depreciation and amortization.............................          156.8        243.5        (86.7)      (35.6)
                                                                     ------       ------
  
  Operating income (loss)...................................          113.3        (23.9)       137.2          NM
                                                                     ------       ------
  
  Interest expense..........................................          134.8        117.6         17.2        14.6
  Investment income.........................................          (18.6)      (152.8)      (134.2)      (87.8)
  Equity in net losses of affiliates........................           34.5         16.4         18.1          NM
  Other.....................................................           11.4         (0.3)        11.7          NM
  Income tax expense........................................            0.9          3.9         (3.0)      (76.9)
  Minority interest.........................................          (15.1)        (8.1)         7.0        86.4
                                                                     ------       ------
  
  Net loss..................................................         ($34.6)       ($0.6)       $34.0          NM
                                                                     ======        =====
  - ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for 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.
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following  table sets forth  operating  results for the  Company's  domestic
  cable communications segment (dollars in millions).
  Three Months Ended
                                                              March 31,                          Increase
                                                       1996              1995               $                %
  Service income.................................     $382.3            $347.1            $35.2            10.1%
  Operating, selling, general and
       administrative expenses...................      197.3             182.0             15.3             8.4
                                                      ------            ------            -----
  
  Operating income before depreciation
       and amortization (a)......................     $185.0            $165.1            $19.9            12.1%
                                                      ======            ======            =====
  - ---------------
  (a) See footnote (1) above.
  15
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  Of the  increase in service  income of $35.2  million for the three month period
  from 1995 to 1996,  $9.1 million is  attributable  to subscriber  growth,  $20.0
  million  relates to changes in rates and $6.1 million relates to growth in other
  product offerings.
  
  Of the $15.3 million increase in operating,  selling, general and administrative
  expenses  for the  three  month  period  from  1995 to  1996,  $8.6  million  is
  attributable  to  increases  in the  costs of cable  programming  as a result of
  subscriber  growth,  additional  programming  offerings and changes in rates and
  $6.7  million  results  from  increases  in the cost of labor and  other  volume
  related expenses. It is anticipated that the Company's cost of cable programming
  will increase in the future as cable  programming  rates increase and additional
  sources of cable programming become available.
  
  Electronic Retailing
  
  As a result of the QVC  Acquisition,  the Company  commenced  consolidating  the
  financial  results of QVC,  effective  February  1, 1995.  The  following  table
  presents comparative  financial information for the three months ended March 31,
  1996 and pro forma  financial  information  for the three months ended March 31,
  1995, and is presented  herein for purposes of analysis and may not reflect what
  actual operating results would have been had the Company owned QVC since January
  1, 1995 (dollars in millions).
  Three Months Ended
                                                              March 31,                          Increase
                                                         1996             1995                $               %
  Net sales from electronic retailing                   $450.1           $358.5             $91.6           25.6%
  Cost of goods sold from electronic retailing           270.1            216.1              54.0           25.0
  Operating, selling, general and administrative
       expenses...................................       107.6             80.3              27.3           34.0
                                                        ------           ------             -----
  
  Operating income before depreciation
       and amortization (a).......................       $72.4            $62.1             $10.3           16.6%
                                                         =====            =====             ===== 
  
  Gross margin....................................        40.0%            39.7%
  - ---------------
  (a) See footnote (1) on page 15.
  The consolidation of QVC's United Kingdom  operations,  effective April 1, 1995,
  resulted in an increase in net sales from electronic  retailing of $21.2 million
  for the three month period from 1995 to 1996.  The  remaining  increase of $70.4
  million is  primarily  attributable  to the  effects of an 8.3%  increase in the
  average number of QVC homes receiving QVC services in the United States.
  
  The increase in cost of goods sold from electronic retailing is directly related
  to the growth in net sales. Gross margin has remained  relatively  constant from
  1995 to 1996.
  
  The consolidation of QVC's United Kingdom  operations,  effective April 1, 1995,
  resulted in an  increase  in  operating,  selling,  general  and  administrative
  expenses  of $10.2  million for the three  month  period from 1995 to 1996.  The
  remaining  increase of $17.1 million is  attributable to higher sales volume and
  increases in advertising and administrative costs.
  
                                         16
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions).
  Three Months Ended
                                                              March 31,                     Increase/(Decrease)
                                                       1996              1995               $               %
  Service income                                       $98.2            $82.2             $16.0           19.5%
  Operating, selling, general and administrative
       expenses                                         69.7             51.0              18.7           36.7
                                                       -----            -----             -----
  Operating income before depreciation
       and amortization (a)                            $28.5            $31.2             ($2.7)          (8.7%)
                                                       =====            =====             =====
  - ---------------
  (a) See footnote (1) on page 15.
  Of the $16.0 million  increase in service income for the three month period from
  1995 to 1996, $20.7 million is attributable to the Company's  subscriber  growth
  and $2.2 million is attributable to other products.  Offsetting this increase is
  a decrease of $6.9  million  resulting  from a reduction in the average rate per
  minute of use from 1995 to the same period in 1996.
  
  Of the $18.7 million increase in operating,  selling, general and administrative
  expenses for the three month period from 1995 to 1996,  $12.7 million is related
  to subscriber  growth,  including the costs to acquire and service  subscribers.
  The  remaining  increase of $6.0 million is due to increases in other  expenses,
  including subscriber retention costs,  administrative costs and theft of service
  in 1996.
  
  Consolidated Analysis
  
  The  $86.7  million  decrease  in  depreciation  and  amortization   expense  is
  attributable to the effects of the rebuild of certain of the Company's  cellular
  equipment in 1995, as described  below,  partially  offset by the effects of the
  QVC Acquisition and capital expenditures.
  
  In 1995, the Company's cellular division purchased  approximately $172.0 million
  of switching and cell site equipment  which replaced the existing  switching and
  cell  site  equipment  (the  "Cellular  Rebuild").   The  Company  substantially
  completed the Cellular  Rebuild  during 1995.  During the first quarter of 1995,
  the Company charged  approximately  $110.0 million to depreciation expense which
  represented the difference  between the net book value of the equipment replaced
  and the residual value realized upon its disposal.
  
  The $17.2  million  increase in interest  expense is due to increased  levels of
  debt,  including  the debt  related to the QVC  Acquisition,  offset by interest
  capitalized  and  decreases  in rates.  The Company  anticipates  that,  for the
  foreseeable  future,  interest expense will be a significant cost to the Company
  and will have a significant  adverse effect on the Company's  ability to realize
  net  earnings.  The  Company  believes  it will  continue to be able to meet its
  obligations  through  its  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
  The $134.2 million decrease in investment  income is attributable to the effects
  of the Heritage  Transaction  in 1995,  partially  offset by interest  earned on
  larger average balances of cash, cash equivalents and short-term  investments in
  1996.
  
                                         17
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  The $18.1  million  increase  in equity in net  losses of  affiliates  is due to
  increased  losses  incurred by the  Company's  international  investees,  losses
  incurred by Sprint Spectrum and certain programming investees and the effects of
  the QVC Acquisition.
  
  For the three  months  ended March 31,  1996 and 1995,  the  Company's  earnings
  before minority interest, income tax expense, equity in net losses of affiliates
  and fixed charges  (interest  expense) were $120.5  million and $129.2  million,
  respectively.  Excluding  the pre-tax gain of $141.0  million  recognized in the
  first quarter of 1995 in connection with the Heritage Transaction, such earnings
  were not adequate to cover the Company's  fixed charges,  including  capitalized
  interest of $7.1 million for the three  months  ended March 31, 1996,  of $141.9
  million and $117.6  million for the three  months ended March 31, 1996 and 1995,
  respectively.   Fixed  charges  include  non-cash  interest,   net  of  interest
  capitalized, of $16.1 million and $13.5 million for the three months ended March
  31, 1996 and 1995, respectively. The inadequacy of these earnings to cover fixed
  charges is primarily due to the substantial  non-cash  charges for  depreciation
  and  amortization  expense,  including the first quarter 1995 charge  associated
  with the Cellular Rebuild.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities  because  of its  existing  cash,  cash  equivalents  and  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
                                         18
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
  PART II. OTHER INFORMATION
  
       ITEM 1.   Legal Proceedings
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       financial position or results of operations.
  
       ITEM 6.Exhibits and Reports on Form 8-K
  
       (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
           10.1   Comcast Corporation 1996 Stock Option Plan, dated March 13, 1996
                  (incorporated   by  reference  to  the   definitive   additional
                  materials to the Company's  amended  definitive  Proxy Statement
                  for its Annual  Meeting of  Shareholders  to be held on June 19,
                  1996, filed on May 15, 1996).
  
           27.1   Financial Data Schedule.
  
       (b) Reports on Form 8-K
  
           The Company filed a Current Report on Form 8-K under Item 5 on February
           12,  1996   relating  to  its   January   31,  1996   agreements   with
           Tele-Communications,   Inc.,  Cox   Communications,   Inc.  and  Sprint
           Corporation  which  amended  agreements  related  to  their  previously
           announced joint venture to engage in the communications business.
  
                                         19
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1996
  
                                      SIGNATURE
  
           Pursuant to the  Requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                          COMCAST CORPORATION
                                          ----------------------------------------
  
                                          /s/ LAWRENCE S. SMITH
                                          ----------------------------------------
  
                                          Lawrence S. Smith
                                          Executive Vice President
                                          (Chief Accounting Officer)
  
  Date: May 15, 1996
  
                                         20