content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
  
  
               (Exact name of registrant as specified in its charter)
  
         PENNSYLVANIA                                           23-1709202
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                           Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
                                                       --------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  _X_                                      No ___
  
                             --------------------------
  
  As of June 30, 1999,  there were  708,502,767  shares of Class A Special  Common
  Stock, 31,494,976 shares of Class A Common Stock and 9,444,375 shares of Class B
  Common Stock outstanding.
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  PART I.   FINANCIAL INFORMATION
  
            ITEM 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet as of
                      June 30, 1999 and December 31, 1998 (Unaudited)..........2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1999 and 1998 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1999 and 1998 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 15
  
            ITEM 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations.........................................16 - 23
  
  PART II.  OTHER INFORMATION
  
            ITEM 1.   Legal Proceedings.......................................24
  
            ITEM 4.   Submission of Matters to a Vote of Security
                      Holders............................................24 - 25
  
            ITEM 6.   Exhibits and Reports on Form 8-K........................25
  
            SIGNATURE.........................................................26
  
                         -----------------------------------
  
       This  Quarterly  Report on Form 10-Q is for the three months ended June 30,
  1999.  This Quarterly  Report  modifies and supersedes  documents filed prior to
  this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
  information that we file with them,  which means that we can disclose  important
  information  to you by referring  you directly to those  documents.  Information
  incorporated by reference is considered to be part of this Quarterly  Report. In
  addition,  information  we file with the SEC in the  future  will  automatically
  update and supersede  information  contained in this Quarterly  Report.  In this
  Quarterly Report,  "Comcast," "we," "us" and "our" refer to Comcast  Corporation
  and its subsidiaries.
  
       You should  carefully  review the  information  contained in this Quarterly
  Report and in other reports or documents that we file from time to time with the
  SEC. In this Quarterly  Report, we state our beliefs of future events and of our
  future  financial  performance.  In some cases, you can identify those so-called
  "forward-looking   statements"  by  words  such  as  "may,"  "will,"   "should,"
  "expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
  "potential,"  or "continue" or the negative of those words and other  comparable
  words.  You  should be aware  that those  statements  are only our  predictions.
  Actual events or results may differ materially.  In evaluating those statements,
  you should specifically  consider various factors,  including the risks outlined
  below.  Those factors may cause our actual results to differ materially from any
  of our forward-looking statements.
  
  Factors Affecting Future Operations
  
       The cable communications  industry and the provision of programming content
  may be affected by, among other things:
  
       o    changes in laws and regulations,
       o    changes in the competitive environment,
       o    changes in technology,
       o    franchise related matters,
       o    market  conditions that may adversely  affect the availability of debt
            and equity  financing for working  capital,  capital  expenditures  or
            other purposes,
       o    demand for the programming content we distribute or the willingness of
            other video program providers to carry our content,
       o    general economic conditions.
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                              (Dollars in millions, except share data)
                                                                                   June 30,            December 31
                                                                                      1999                1998    ,
                                                                                  -----------          -----------
  <S>                                                                                <C>                    <C>
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents...............................................        $2,193.7               $870.7
     Investments.............................................................         5,735.7              3,653.4
     Accounts receivable, less allowance for doubtful
       accounts of $128.6 and $120.7.........................................           548.3                549.3
     Inventories, net........................................................           383.9                343.8
     Other current assets....................................................           110.8                100.2
                                                                                  -----------          -----------
         Total current assets................................................         8,972.4              5,517.4
                                                                                  -----------          -----------
  INVESTMENTS................................................................         1,364.2                602.4
                                                                                  -----------          -----------
  PROPERTY AND EQUIPMENT.....................................................         4,669.0              3,886.7
     Accumulated depreciation................................................        (1,519.7)            (1,362.3)
                                                                                  -----------          -----------
     Property and equipment, net.............................................         3,149.3              2,524.4
                                                                                  -----------          -----------
  DEFERRED CHARGES...........................................................        10,757.7              8,214.5
     Accumulated amortization................................................        (2,358.6)            (2,148.2)
                                                                                  -----------          -----------
     Deferred charges, net...................................................         8,399.1              6,066.3
                                                                                  -----------          -----------
                                                                                    $21,885.0            $14,710.5
                                                                                  ===========          ===========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...................................        $1,851.6             $1,600.3
     Accrued interest........................................................            96.6                 73.5
     Net liabilities of discontinued operations..............................           173.3                165.2
     Deferred income taxes...................................................         1,725.6              1,033.2
     Current portion of long-term debt.......................................           838.4                113.5
                                                                                  -----------          -----------
         Total current liabilities...........................................         4,685.5              2,985.7
                                                                                  -----------          -----------
  LONG-TERM DEBT, less current portion.......................................         7,004.1              5,464.2
                                                                                  -----------          -----------
  DEFERRED INCOME TAXES......................................................         2,518.4              1,500.1
                                                                                  -----------          -----------
  MINORITY INTEREST AND OTHER................................................           884.4                834.0
                                                                                  -----------          -----------
  COMMITMENTS AND CONTINGENCIES
  COMMON EQUITY PUT OPTIONS..................................................            50.5                111.2
                                                                                  -----------          -----------
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 20,000,000 shares; 5% series A convertible,
       no par value, issued, 6,370 at redemption value.......................            31.9                 31.9
       5.25% series B mandatorily redeemable convertible, $1,000 par value,
       issued, 554,976 and 540,690 at redemption value.......................           555.0                540.7
     Class A special common stock, $1 par value -authorized,
       2,500,000,000  shares; issued, 708,502,767 and 698,395,170............           708.5                698.4
     Class A common stock, $1 par value - authorized,
       200,000,000 shares; issued, 31,494,976 and 31,690,063 ................            31.5                 31.7
     Class B common stock, $1 par value - authorized,
       50,000,000 shares; issued, 9,444,375 .................................             9.4                  9.4
     Additional capital......................................................         3,280.7              2,941.7
     Accumulated deficit.....................................................          (592.8)            (1,488.2)
     Accumulated other comprehensive income..................................         2,717.9              1,049.7
                                                                                  -----------          -----------
         Total stockholders' equity..........................................         6,742.1              3,815.3
                                                                                  -----------          -----------
                                                                                    $21,885.0            $14,710.5
                                                                                  ===========          ===========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                             (Amounts in millions, except per share data)
                                                                              Six Months Ended   Three Months Ended
                                                                                  June 30,            June 30,
                                                                               1999      1998      1999      1998
                                                                             --------- --------- --------- ---------
  <S>                                                                         <C>       <C>      <C>       <C>
  REVENUES
      Service income......................................................... $1,570.5  $1,385.5    $846.1    $675.7
      Net sales from electronic retailing....................................  1,282.1   1,074.6     632.5     530.0
                                                                             --------- --------- --------- ---------
                                                                               2,852.6   2,460.1   1,478.6   1,205.7
                                                                             --------- --------- --------- ---------
  COSTS AND EXPENSES
      Operating..............................................................    789.5     741.0     415.9     353.8
      Cost of goods sold from electronic retailing...........................    769.3     652.4     378.8     320.0
      Selling, general and administrative....................................    411.3     364.7     226.6     178.6
      Depreciation...........................................................    254.0     227.7     137.3     110.6
      Amortization...........................................................    292.1     240.8     170.2     118.7
                                                                             --------- --------- --------- ---------
                                                                               2,516.2   2,226.6   1,328.8   1,081.7
                                                                             --------- --------- --------- ---------
  OPERATING INCOME...........................................................    336.4     233.5     149.8     124.0
  OTHER (INCOME) EXPENSE
      Interest expense.......................................................    254.7     237.2     143.5     116.8
      Investment (income) expense............................................   (128.0)      1.9      (0.2)      0.3
      Equity in net losses of affiliates.....................................      1.6     236.8       2.7     107.3
      Gain from equity offering of affiliate.................................              (59.6)
      Other.................................................................. (1,430.9)     (4.1) (1,430.7)     (1.4)
                                                                             --------- --------- --------- ---------
                                                                              (1,302.6)    412.2  (1,284.7)    223.0
                                                                             --------- --------- --------- ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME
      TAX EXPENSE, MINORITY INTEREST AND EXTRAORDINARY ITEMS.................  1,639.0    (178.7)  1,434.5     (99.0)
  INCOME TAX EXPENSE.........................................................    723.7       9.3     636.3       3.0
                                                                             --------- --------- --------- ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      MINORITY INTEREST AND EXTRAORDINARY ITEMS..............................    915.3    (188.0)    798.2    (102.0)
  MINORITY INTEREST..........................................................    (12.8)    (39.2)    (28.1)    (22.0)
                                                                             --------- --------- --------- ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      EXTRAORDINARY ITEMS....................................................    928.1    (148.8)    826.3     (80.0)
  LOSS FROM DISCONTINUED OPERATIONS, net of income tax
      benefit of $11.9, $9.1, $0.0 and $3.3..................................     20.1      14.9                 4.8
                                                                             --------- --------- --------- ---------
  INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS...................................    908.0    (163.7)    826.3     (84.8)
  EXTRAORDINARY ITEMS........................................................     (3.0)               (2.3)
                                                                             --------- --------- --------- ---------
  NET INCOME (LOSS)..........................................................    905.0    (163.7)    824.0     (84.8)
  PREFERRED DIVIDENDS........................................................    (15.1)    (14.3)     (7.6)     (7.2)
                                                                             --------- --------- --------- ---------
  NET INCOME (LOSS) FOR COMMON STOCKHOLDERS..................................   $889.9   ($178.0)   $816.4    ($92.0)
                                                                             ========= ========= ========= =========
  ACCUMULATED DEFICIT
      Beginning of period....................................................($1,488.2)($2,415.9)($1,416.8)($2,503.3)
      Net income (loss)......................................................    905.0    (163.7)    824.0     (84.8)
      Common dividends - $.024 and $.012 per share in 1998...................              (17.1)               (8.6)
      Retirement of common stock.............................................     (9.6)
                                                                             --------- --------- --------- ---------
      End of period..........................................................  ($592.8)($2,596.7)  ($592.8)($2,596.7)
                                                                             ========= ========= ========= =========
  BASIC EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
      Income (loss) from continuing operations before extraordinary items....    $1.23     ($.22)    $1.10     ($.12)
      Loss from discontinued operations......................................     (.03)     (.02)               (.01)
      Extraordinary items....................................................
                                                                             --------- --------- --------- ---------
         Net income (loss)...................................................    $1.20     ($.24)    $1.10     ($.13)
                                                                             ========= ========= ========= =========
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                     742.9     727.0     744.4     738.0
                                                                             ========= ========= ========= =========
  DILUTED EARNINGS (LOSS) FOR COMMON STOCKHOLDERS
      PER COMMON SHARE
      Income (loss) from continuing operations before extraordinary items....    $1.13     ($.22)    $1.01     ($.12)
      Loss from discontinued operations......................................     (.02)     (.02)               (.01)
      Extraordinary items....................................................
                                                                             --------- --------- --------- ---------
         Net income (loss)...................................................    $1.11     ($.24)    $1.01     ($.13)
                                                                             ========= ========= ========= =========
  DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                   815.1     727.0     815.3     738.0
                                                                             ========= ========= ========= =========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in millions)
                                                                                      Six Months Ended June 30,
                                                                                        1999             1998
                                                                                      ---------        ---------
  <S>                                                                                 <C>             <C>
  OPERATING ACTIVITIES
     Net income (loss)........................................................           $905.0          ($163.7)
     Adjustments to reconcile net income (loss) to net cash provided
      by operating activities from continuing operations:
       Depreciation...........................................................            254.0            227.7
       Amortization...........................................................            292.1            240.8
       Non-cash interest expense, net.........................................             (2.6)            21.5
       Equity in net losses of affiliates.....................................              1.6            236.8
       Gain from equity offering of affiliate.................................                             (59.6)
       Non-cash investment (income) expense, net..............................            (54.8)            32.5
       Minority interest......................................................            (12.8)           (39.2)
       Loss from discontinued operations......................................             20.1             14.9
       Extraordinary items....................................................              3.0
       Deferred income taxes and other........................................            388.0            (74.0)
                                                                                      ---------        ---------
                                                                                        1,793.6            437.7
       Changes in working capital.............................................            177.7              1.7
                                                                                      ---------        ---------
             Net cash provided by operating activities
                 from continuing operations ..................................          1,971.3            439.4
                                                                                      ---------        ---------
  FINANCING ACTIVITIES
     Proceeds from borrowings.................................................            912.6            994.4
     Retirement and repayment of debt.........................................           (152.8)          (805.7)
     Issuances of common stock, net...........................................              0.2             13.9
     Dividends................................................................             (9.4)           (17.9)
     Deferred financing costs.................................................            (14.6)            (4.5)
     Other....................................................................             (3.0)             2.2
                                                                                      ---------        ---------
             Net cash provided by financing activities from
                 continuing operations .......................................            733.0            182.4
                                                                                      ---------        ---------
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired.......................................           (708.0)          (219.4)
     (Purchases of) proceeds from sales of short-term investments, net........            (83.3)           115.4
     Investments..............................................................           (196.2)           (83.4)
     Proceeds from sales of and distributions from investments................             54.3              0.7
     Proceeds from investee's repayment of loan...............................                              74.7
     Proceeds from sales of call options......................................                              20.7
     Capital expenditures.....................................................           (326.4)          (402.2)
     Additions to deferred charges............................................           (121.7)           (29.8)
     Other....................................................................                              (1.4)
                                                                                      ---------        ---------
             Net cash used in investing activities
                 from continuing operations ..................................         (1,381.3)          (524.7)
                                                                                      ---------        ---------
  INCREASE IN CASH AND CASH EQUIVALENTS - CONTINUING OPERATIONS...............          1,323.0             97.1
  CASH AND CASH EQUIVALENTS, beginning of period..............................            870.7            409.1
                                                                                      ---------        ---------
  CASH AND CASH EQUIVALENTS, end of period....................................         $2,193.7           $506.2
                                                                                      =========        =========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1999,  the condensed
       consolidated  statements of operations and accumulated  deficit for the six
       and  three  months  ended  June  30,  1999  and  1998  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1999
       and 1998 have been prepared by Comcast Corporation (the "Company") and have
       not been audited by the Company's  independent  auditors. In the opinion of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations and cash flows as of June 30, 1999 and for all periods presented
       have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission  (the "SEC").  The results of  operations  for the periods ended
       June 30, 1999 are not necessarily  indicative of operating  results for the
       full year.
  
       The  results  of  operations  of  Comcast  Cellular  Corporation  ("Comcast
       Cellular"),  an indirect wholly owned subsidiary of the Company,  have been
       presented  as  a  discontinued  operation  in  accordance  with  Accounting
       Principles  Board  ("APB")  Opinion  No.  30,  "Reporting  the  Results  of
       Operations - Reporting  the Effects of Disposal of a Segment of a Business,
       and   Extraordinary,   Unusual  and   Infrequently   Occurring  Events  and
       Transactions" (see Note 3).
  
       Stock Split
       On March 3, 1999, the Company's  board of directors  authorized an increase
       in the number of authorized  shares of the Company's Class A Special Common
       Stock from 500 million  shares to 2.5  billion  shares.  On that date,  the
       Company's Board of Directors also  authorized a two-for-one  stock split in
       the form of a 100% stock  dividend  (the "Stock  Split")  payable on May 5,
       1999 to  shareholders  of record on April 20, 1999,  subject to shareholder
       approval of the increase in authorized  shares (which was obtained on April
       20,  1999).  The dividend  was paid in Class A Special  Common Stock to the
       holders of Class A Common, Class A Special Common and Class B Common Stock.
       The average  number of shares  outstanding  and related  prices,  per share
       amounts,  share  conversions and stock option data have been  retroactively
       restated to reflect the Stock Split.  The Company's board of directors also
       eliminated the quarterly cash dividend of $.012 per share on all classes of
       its Common Stock.  The last  quarterly  cash dividend was paid on March 25,
       1999.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
       Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
       for  Derivative   Instruments  and  Hedging   Activities."  This  statement
       establishes  the accounting  and reporting  standards for  derivatives  and
       hedging  activity.  Upon the adoption of SFAS No. 133, all  derivatives are
       required to be recognized in the statement of financial  position as either
       assets or  liabilities  and measured at fair value.  In July 1999, the FASB
       issued SFAS No. 137,  "Accounting  for Derivative  Instruments  and Hedging
       Activities - Deferral of the Effective  Date of FASB Statement No. 133 - an
       amendment of FASB  Statement  No. 133"  deferring  the  effective  date for
       implementation  of SFAS No. 133 to fiscal  years  beginning  after June 15,
       2000.  The Company is currently  evaluating the impact the adoption of SFAS
       No. 133 will have on its financial position and results of operations.
  
       Earnings (Loss) for Common Stockholders Per Common Share
       Earnings  (loss) for common  stockholders  per common  share is computed by
       dividing net income (loss),  after deduction of preferred stock  dividends,
       when   applicable,   by  the  weighted  average  number  of  common  shares
       outstanding during the period on a basic and diluted basis.
  
                                          5
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The  following  table  reconciles  the  numerator  and  denominator  of the
       computations of diluted earnings (loss) for common  stockholders per common
       share  ("Diluted EPS") for the six and three months ended June 30, 1999 and
       1998, respectively.
  
  <TABLE>
  <CAPTION>
                                                              (Amounts in millions, except per share data)
                                                              Six Months Ended          Three Months Ended
                                                                  June 30,                   June 30,
                                                              1999        1998           1999        1998
                                                            --------    --------       ---------   ---------
  <S>                                                         <C>        <C>              <C>         <C>
       Net income (loss) for common stockholders              $889.9     ($178.0)         $816.4      ($92.0)
       Preferred dividends.............................         15.1                         7.6
                                                            --------    --------       ---------   ---------
       Net income (loss) for common stockholders
         used for Diluted EPS..........................       $905.0     ($178.0)         $824.0      ($92.0)
                                                            ========    ========       =========   =========
       Basic weighted average number of common
         shares outstanding............................        742.9       727.0           744.4       738.0
       Dilutive securities: (see Note 6)
         Series A and B convertible preferred stock             45.2                        45.2
         Stock option and restricted stock plans.......         27.0                        25.7
                                                            --------    --------       ---------   ---------
       Diluted weighted average number of common
         shares outstanding............................        815.1       727.0           815.3       738.0
                                                            ========    ========       =========   =========
       Diluted earnings (loss) for common stockholders
         per common share..............................        $1.11       ($.24)          $1.01       ($.13)
                                                            ========    ========       =========   =========
  </TABLE>
  
       Put options  sold by the Company on a weighted  average 4.8 million  shares
       and 4.2 million shares,  respectively,  of its Class A Special Common stock
       (see Note 6) were  outstanding  during the six and three  months ended June
       30,  1999 but were not  included in the  computation  of Diluted EPS as the
       options'  exercise  price was less  than the  average  market  price of the
       Company's Class A Special Common Stock during the periods.
  
       For the six and three months ended June 30, 1998,  the Company's  potential
       common shares of 94.0 million shares and 94.0 million shares, respectively,
       have an  antidilutive  effect on loss for  common  stockholders  per common
       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 1999.
  
  3.   SIGNIFICANT EVENTS
  
       Sale of Comcast Cellular
       In July 1999,  the Company  completed  the sale of Comcast  Cellular to SBC
       Communications,  Inc.  for  approximately  $360  million  in  cash  and the
       assumption of $1.315 billion of Comcast  Cellular debt. The Company expects
       to recognize a gain in the third quarter of approximately $350 million, net
       of income tax  expense.  Such gain will be reflected as gain on disposal of
       discontinued  operations in the Company's condensed  consolidated statement
       of operations and accumulated  deficit.  Revenues for Comcast Cellular were
       $241.6  million and $221.3  million for the six months  ended June 30, 1999
       and 1998, respectively.
  
       Acquisition of Greater Philadelphia Cablevision
       On June  30,  1999,  the  Company  completed  the  acquisition  of  Greater
       Philadelphia  Cablevision, Inc. ("Greater  Philadelphia"),  a subsidiary of
       Greater  Media,  Inc.  that operates a cable system  serving  approximately
       79,000 subscribers in Philadelphia,  Pennsylvania, by issuing approximately
       8.5 million shares of its Class A Special
  
                                          6
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Common Stock with a value of $291.7 million based upon the average  closing
       price of the Company's  Class A Special  Common Stock for a ten-day  period
       before and after the  announcement of the transaction in February 1999. The
       acquisition was accounted for under the purchase  method of accounting,  as
       such, the operating  results of Greater  Philadelphia have been included in
       the  accompanying   condensed  consolidated  statement  of  operations  and
       accumulated  deficit  from the  acquisition  date.  The  allocation  of the
       purchase  price to the assets and  liabilities of Greater  Philadelphia  is
       preliminary  pending  a final  appraisal.  As the  consideration  given  in
       exchange  for  Greater  Philadelphia  was shares of the  Company's  Class A
       Special  Common  Stock,  the  Greater   Philadelphia   acquisition  had  no
       significant  impact on the Company's  condensed  consolidated  statement of
       cash flows.
  
       Adelphia Agreement
       In May  1999,  the  Company  and Jones  Intercable,  Inc.,  a  consolidated
       subsidiary  of the Company,  ("Jones  Intercable" - see  "Acquisition  of a
       Controlling  Interest in Jones Intercable" below) entered into an agreement
       (the "Adelphia  Agreement") to exchange certain cable systems with Adelphia
       Communications ("Adelphia"). Under the terms of the Adelphia Agreement, the
       Company and Jones Intercable,  in the aggregate, will receive approximately
       464,000 cable subscribers from Adelphia. In exchange, Adelphia will receive
       current systems owned by the Company and Jones Intercable  serving,  in the
       aggregate,  approximately 440,000 subscribers.  All of the systems involved
       in the transactions  will be valued based upon independent  appraisals with
       any difference in relative value to be funded with cash or additional cable
       systems.  The  system  exchanges  are  subject  to  customary  closing  and
       regulatory approvals and are expected to close by mid-2000.
  
       AT&T Agreement
       In May 1999, the Company and AT&T Corp.  ("AT&T") entered into an agreement
       (the "AT&T  Agreement") to exchange various cable systems (the "AT&T System
       Exchanges").  Under the terms of the AT&T  Agreement,  the Company will pay
       AT&T  approximately $3.4 billion (subject to adjustment based on the actual
       number of net subscribers  acquired and the per subscriber price of certain
       subscribers) for the  approximately  750,000 net subscribers to be acquired
       as a result of the AT&T System Exchanges.  The Company will pay for the net
       subscribers  acquired in  connection  with the AT&T System  Exchanges  with
       shares of AT&T common stock currently owned or subsequently acquired by the
       Company and other  securities  or assets which would permit the AT&T System
       Exchanges to be tax-free to the extent possible. The value of any currently
       owned AT&T common  stock to be  exchanged  will be $54.41 per share,  based
       upon the average  trading price during the 20-day trading period  beginning
       June 3, 1999.
  
       Under the terms of the AT&T  Agreement,  the Company  also has an option to
       acquire from AT&T,  following  approximately three years,  additional cable
       systems with a total of between 1.0 million and 1.4 million subscribers for
       approximately  $4.8 billion to $6.7 billion  (subject to reduction  for any
       long-term debt and other  liabilities of the acquired cable  systems).  The
       Company will pay for these cable systems with shares of the Company's Class
       A Special  Common Stock (valued on the same basis as described in the prior
       paragraph)   and  other   securities  or  assets  which  would  permit  the
       acquisition  to be tax-free  (or if such result can not be  obtained,  with
       cash).
  
       Under the terms of the AT&T Agreement, the Company has also agreed to offer
       AT&T-branded  residential  wireline  telephony in its cable system markets,
       provided AT&T has concluded separate residential  telephony agreements with
       at least two other non-AT&T affiliated  multi-system cable operators.  AT&T
       has agreed to grant the Company the most  favorable  terms AT&T has reached
       with any of those or other multi-system cable operators.
  
       The majority of the AT&T System Exchanges and the exercise of the Company's
       option to acquire the  additional  cable  systems are  contingent  upon the
       completion of AT&T's  acquisition of MediaOne (see Proposed  Acquisition of
       MediaOne Group, Inc. below), which is expected to close in 2000, subject to
       receipt of necessary shareholder, regulatory and other approvals. There can
       be no assurance, however, that such acquisition will be consummated.
  
       Proposed Acquisition of MediaOne Group, Inc.
       In March 1999, the Company and MediaOne Group, Inc.  ("MediaOne"),  entered
       into an Agreement and Plan of Merger (the "Merger  Agreement")  pursuant to
       which MediaOne was to be merged with and into the Company.  Under the terms
       of the Merger  Agreement,  MediaOne  could  terminate the Merger  Agreement
       under certain  conditions,  provided that it pay a termination  fee of $1.5
       billion in cash to the Company. In April 1999, AT&T
  
                                          7
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       submitted an offer to purchase MediaOne. On May 1, 1999, the MediaOne Board
       of  Directors  notified the Company  that it had  determined  that the AT&T
       offer  was  superior  to the  Company's  offer.  On May 6,  1999,  MediaOne
       terminated  the  Merger   Agreement  and  MediaOne  paid  the  Company  the
       termination  fee. The  termination  fee was recorded to other income in the
       Company's  condensed  consolidated  statement of operations and accumulated
       deficit,  net of transaction costs, for the six and three months ended June
       30, 1999.
  
       Acquisition of a Controlling Interest in Jones Intercable
       In May 1998,  the  Company  agreed to  purchase  from BCI  Telecom  Holding
       ("BTH") 6.4 million  Class A Common Shares in Jones  Intercable,  and a 49%
       interest  in the BTH  subsidiaries  which  were to  continue  to own  BTH's
       remaining 6.4 million shares of Jones  Intercable  Class A Common Stock. At
       the same time,  the  Company  agreed to acquire  approximately  2.9 million
       shares of Common Stock of Jones Intercable (the "Control  Shares"),  if and
       when  acquired by BTH from  affiliates  of Jones  Intercable's  controlling
       shareholder under an existing option (the "Control Option") to acquire such
       shares  (which  absent  extraordinary  circumstances  would  not have  been
       exercisable until December 2001). The Company was to purchase the remaining
       51% of the BTH  subsidiaries  when the Control  Shares were  acquired.  The
       Company,   BTH,  Jones  Intercable  and  Jones   Intercable's   controlling
       shareholder  agreed in August  1998 to  accelerate  the  Control  Option to
       permit its early  exercise and the early closing of the  transactions  with
       BTH.  The  transaction  closed on April 7, 1999.  The  Company  paid $706.3
       million  in cash to acquire  the 12.8  million  shares of Jones  Intercable
       Class A Common Stock and the Control Shares.  On June 29, 1999, the Company
       purchased an  additional  1.0 million  shares of Jones  Intercable  Class A
       Common Stock for $50.0 million  through a private  transaction.  As of June
       30,  1999,  the Company  controls  39.6% of the  economic  and 48.3% of the
       voting  interest in Jones  Intercable.  In  addition,  the  Control  Shares
       represent shares having the right to elect  approximately  75% of the Board
       of Directors of Jones Intercable.  The share  acquisitions were funded with
       available cash and cash equivalents.  Jones Intercable is a public company,
       which owns cable operations  serving  approximately 1.0 million  customers.
       The  acquisition was accounted for under the purchase method of accounting,
       as such, the operating  results of Jones  Intercable  have been included in
       the  accompanying   condensed  consolidated  statement  of  operations  and
       accumulated  deficit  from the  acquisition  date.  The  allocation  of the
       purchase  price  to the  assets  and  liabilities  of Jones  Intercable  is
       preliminary pending a final appraisal.
  
       On August 9, 1999, the Company announced its intention to commence an offer
       to exchange  1.4 shares of its Class A Special  Common Stock for each share
       of Class A Common Stock or Common Stock of Jones  Intercable  for up to 79%
       of the combined number of shares of Jones  Intercable  Class A Common Stock
       and Common Stock outstanding (subject to certain terms and conditions to be
       contained  in  the  offer   documents).   The  offer  would  commence  upon
       registration of the Company's Class A Special Common Stock to be offered in
       the  exchange  offer with the SEC  pursuant  to an  effective  registration
       statement.
  
       Investment in Prime Communications
       In December 1998, the Company agreed to invest in Prime  Communications LLC
       ("Prime"),  a cable television operator with cable  communications  systems
       serving  approximately  430,000  subscribers.  During the fourth quarter of
       1998, the Company acquired a $50 million 12.75%  subordinated note due 2008
       from Prime. In addition, under the terms of the agreement, in July 1999 the
       Company issued to Prime a $735 million 6% ten year convertible note, giving
       the Company the right to convert the note to acquire 90% of Prime. The note
       cannot be converted until the build out of certain of Prime's cable systems
       is complete and  regulatory  and other  approvals  are  obtained,  which is
       expected to close no later than 2002. If the note is converted, the Company
       would assume  approximately  $550 million of Prime debt.  The Company would
       have the  option  to  acquire  the  remaining  10%  interest  in Prime  for
       approximately $82 million, plus accrued interest at 7% per annum.
  
                                          8
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS
  
  <TABLE>
  <CAPTION>
                                                                                  June 30,       December 31,
                                                                                    1999             1998
                                                                                 ----------     --------------
                                                                                    (Dollars in millions)
  <S>                                                                            <C>              <C>
             Equity method...............................................             $40.1            $11.1
             Fair value method...........................................           6,882.4          4,170.0
             Cost method.................................................             177.4             74.7
                                                                                 ----------     ------------
                    Total investments....................................           7,099.9          4,255.8
             Less current investments....................................           5,735.7          3,653.4
                                                                                 ----------     ------------
             Non-current investments.....................................          $1,364.2           $602.4
                                                                                 ==========     ============
  </TABLE>
  
       Equity Method
       The Company records its proportionate interests in the net income (loss) of
       certain of its equity method investees in arrears.  The Company's  recorded
       investments  exceed its  proportionate  interests  in the book value of the
       investees'  net  assets by $80.5  million  as of June 30,  1999  (primarily
       related to the Company's  investment in The Golf  Channel).  Such excess is
       being amortized to equity in net income or loss, primarily over a period of
       twenty  years,  which  is  consistent  with  the  estimated  lives  of  the
       underlying assets. The original cost of investments accounted for under the
       equity method totaled $233.5 million and $215.3 million as of June 30, 1999
       and December 31, 1998, respectively.
  
  
                                          9
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for the six and three months ended June
       30, 1998 for the  Company's  equity  method  investees is presented  below.
       Summarized financial  information is not presented for Sprint PCS, Teleport
       Communications  Group Inc.  ("Teleport")  or Birmingham  Cable  Corporation
       Limited and Cable London,  PLC (together,  the "UK Investees") as of or for
       the six and three  months  ended June 30, 1999 as such  investments  are no
       longer accounted for under the equity method (dollars in millions):
  
  
  <TABLE>
  <CAPTION>
                                                          Sprint                     UK
                                                            PCS      Teleport     Investees    Other      Combined
                                                         ---------   ---------    --------    --------    --------
  <S>                                                    <C>          <C>         <C>        <C>        <C>
       Six months ended June 30, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $285.0      $310.5      $116.1      $535.3    $1,246.9
           Operating, selling, general and
             administrative expenses...................      871.5       301.3        90.2       576.3     1,839.3
           Depreciation and amortization...............      238.4        97.1        40.8        43.5       419.8
           Operating loss..............................     (824.9)      (87.9)      (14.9)      (84.5)   (1,012.2)
           Net loss (1)................................   (1,058.0)     (134.7)      (50.6)     (113.9)   (1,357.2)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........    ($158.7)     ($19.7)     ($18.2)     ($37.1)    ($233.7)
           Amortization expense........................       (1.5)                   (0.3)       (1.3)       (3.1)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................    ($160.2)     ($19.7)     ($18.5)     ($38.4)    ($236.8)
                                                         =========   =========    ========    ========    ========
  
       Three months ended June 30, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $143.8      $160.1       $58.8      $244.6      $607.3
           Operating, selling, general and
             administrative expenses...................      393.5       147.2        45.2       258.0       843.9
           Depreciation and amortization...............      115.7        49.1        21.1        14.4       200.3
           Operating loss..............................     (365.4)      (36.2)       (7.5)      (27.8)     (436.9)
           Net loss (1)................................     (498.6)      (62.2)      (20.5)      (41.3)     (622.6)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........     ($74.8)      ($9.1)      ($7.8)     ($14.5)    ($106.2)
           Amortization expense........................       (0.7)                   (0.1)       (0.3)       (1.1)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................     ($75.5)      ($9.1)      ($7.9)     ($14.8)    ($107.3)
                                                         =========   =========    ========    ========    ========
  <FN>
       --------
       (1) Net  loss  also  represents  loss  from  continuing  operations  before
           extraordinary  items and  cumulative  effect of changes  in  accounting
           principles.
  </FN>
  </TABLE>
  
       Sprint PCS.  Effective  November 1998, in connection with the restructuring
       of Sprint PCS, the Company  accounts for its investment in Sprint PCS under
       the fair value method.
  
       Teleport.  In November 1997,  Teleport  issued shares of its Class A Common
       Stock.  As a result of the share issuance,  the Company  recognized a $59.6
       million increase in its  proportionate  share of Teleport's net assets as a
       gain from equity  offering of  affiliate  for the six months ended June 30,
       1998. The Company recorded its proportionate share of Teleport's net assets
       one quarter in arrears. In July 1998, in connection with AT&T's acquisition
       of Teleport,  the Company  exchanged its interest in Teleport for shares of
       AT&T common stock.  As of June 30, 1999 and December 31, 1998,  the Company
       has recorded its investment in AT&T at its estimated fair value.
  
                                         10
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       UK  Investees.  In October  1998,  the Company  exchanged  its  interest in
       Comcast UK Cable  Partners  Limited  ("Comcast UK Cable") for shares of NTL
       Incorporated  ("NTL")  common  stock.  As of June 30, 1999 and December 31,
       1998,  the Company has recorded its investment in NTL at its estimated fair
       value.
  
       Other.  The Company's other equity investees  include  investments in cable
       communications and content  providers.  The Company does not consider these
       other equity  method  investments  to be  individually  significant  to its
       consolidated financial position, results of operations or liquidity.
  
       Fair Value Method
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies,  with an historical  cost  (including  $1.999 billion of
       pre-tax gains recognized  during 1998) of $2.706 billion and $2.555 billion
       as of June 30, 1999 and December 31,  1998,  respectively.  The Company has
       recorded these investments,  which are classified as available for sale, at
       their estimated fair values of $6.882 billion and $4.170 billion as of June
       30, 1999 and December 31, 1998, respectively.  The unrealized pre-tax gains
       as of June 30,  1999 and  December  31,  1998 of $4.176  billion and $1.615
       billion,  respectively,  have  been  reported  in the  Company's  condensed
       consolidated   balance   sheet  as  a  component   of   accumulated   other
       comprehensive  income, net of related deferred income tax expense of $1.462
       billion and $565.1 million, respectively.
  
       AT&T Acquisition of TCI
       In March 1999, AT&T merged with Tele-Communications, Inc. ("TCI") with AT&T
       as the surviving  corporation (the "AT&T/TCI Merger").  Upon closing of the
       AT&T/TCI Merger, the Company received  approximately 3.6 million shares (as
       adjusted for AT&T's 3-for-2 stock split in April 1999) of AT&T common stock
       in exchange for the  approximately 3.1 million shares of TCI Class A Common
       Stock  held by the  Company  and the  Company  received  approximately  3.6
       million  shares of Class A Liberty  Media  Group ("New  Liberty")  Tracking
       Shares for the approximately 2.3 million shares of TCI Ventures Group, Inc.
       ("TCI Ventures")  common stock and the  approximately 2.4 million shares of
       Liberty  Media  Group  ("Old  Liberty")  Class A Common  Stock  held by the
       Company. As a result of the exchange, the Company recognized a pre-tax gain
       of $187.6 million  during the six months ended June 30, 1999,  representing
       the  difference  between  the fair  value  of the  stock  received  and the
       Company's  basis  in TCI  and  TCI  Ventures.  Such  gain  is  included  in
       investment  (income)  expense  in  the  Company's  condensed   consolidated
       statement of operations and accumulated deficit.
  
       In March 1998, the Company sold call options  relating to its  unrestricted
       equity  investments  in TCI,  TCI  Ventures  and Old Liberty  common  stock
       (together,  the "TCI Stock") for $20.7  million.  Such call options  expire
       between March and November 1999. During the six and three months ended June
       30,  1999 and 1998,  the  Company  recorded  investment  expense  of $100.8
       million,  $40.2  million,  $49.4 million and $25.6  million,  respectively,
       related to changes in the value of the call options and  settlement  of the
       TCI and TCI Ventures call options.
  
       Impairment Losses
       During the six and three months ended June 30, 1999,  the Company  recorded
       pre-tax losses of $35.5 million and $0.2 million,  respectively, on certain
       of its  investments  based on a decline in value that was considered  other
       than temporary.  Such losses are included in investment (income) expense in
       the  Company's   condensed   consolidated   statement  of  operations   and
       accumulated deficit.
  
  5.   LONG-TERM DEBT
  
       PHONES
       In March 1999, the Company issued 8.7 million 3.35% Exchangeable Extendable
       Subordinated  Debentures  due 2029 (the  "PHONES")  for gross  proceeds  of
       $718.3 million. At maturity,  holders of the PHONES are entitled to receive
       in cash an amount  equal to the higher of (a) the  principal  amount of the
       PHONES, or (b) the market value of AT&T common stock.
  
       The PHONES are being accounted for as an indexed debt  instrument,  at June
       30, 1999, since the maturity value is dependent upon the fair value of AT&T
       common stock. The Company's investment in AT&T is accounted for
  
                                         11
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       as an  "available  for sale"  security  under SFAS No. 115, with changes in
       fair value being reflected in accumulated other  comprehensive  income (see
       Note 4).
  
       In July 1999, the Company  redeemed all $718.3 million  principal amount of
       its PHONES.  The Company redeemed the PHONES due to its recently  announced
       transaction   with  AT&T  in  which  it  intends  to  use  AT&T  shares  as
       consideration  for the purchase of cable  systems  from AT&T in  accordance
       with  the AT&T  Agreement  (see  Note 3).  In  connection  with the  PHONES
       redemption, the Company incurred debt extinguishment costs of $32.3 million
       and  wrote-off   unamortized  debt  acquisition  costs  of  $14.6  million,
       resulting in an extraordinary loss, net of tax, of $30.5 million which will
       be recorded in the third quarter of 1999.
  
       Interest Rates
       As of June 30, 1999 and December 31, 1998, the Company's effective weighted
       average  interest  rate on its  long-term  debt  outstanding  was 7.15% and
       7.71%, respectively.
  
       Lines of Credit
       As of June 30, 1999,  certain  subsidiaries of the Company had unused lines
       of credit of $1.187  billion,  $586.5 million of which is restricted by the
       covenants of the related debt agreements and to subsidiary general purposes
       and dividend declaration.
  
  6.   STOCKHOLDERS' EQUITY
  
       Repurchase Program
       In September  1998,  the Company  announced that its Board of Directors had
       authorized a market repurchase program (the "Repurchase  Program") pursuant
       to which  the  Company  may  purchase,  in the open  market  or in  private
       transactions  up  to  $500.0  million  of  its  outstanding  common  equity
       securities, subject to certain restrictions and market conditions. Based on
       the trade date for stock repurchases,  during the six months ended June 30,
       1999,  the Company  repurchased  0.4 million shares of its common stock for
       aggregate  consideration  of  $11.5  million  pursuant  to  the  Repurchase
       Program.  As part of the Repurchase Program, in September 1998, the Company
       sold put options on 5.5 million shares of its Class A Special Common Stock.
       During the six and three months ended June 30, 1999,  put options  covering
       3.0  million  shares  expired  unexercised.  Upon  expiration,  the Company
       reclassified $60.7 million,  the amount it would have been obligated to pay
       to repurchase such shares had the put options been  exercised,  from common
       equity  put  options  to  additional  capital  in the  Company's  condensed
       consolidated  balance sheet.  The remaining put options give the holder the
       right to require the Company to repurchase such shares at specified  prices
       on specific dates during the period from July through  September  1999. The
       amount the Company would be obligated to pay to  repurchase  such shares if
       all  outstanding  put options were  exercised,  totaling  $50.5 million and
       $111.2 million,  respectively,  has been reclassified to a temporary equity
       account in the Company's  condensed  consolidated  balance sheet as of June
       30, 1999 and December 31, 1998.
  
       Series A Preferred Stock Conversion
       In July 1999,  the Company  exercised its right to convert all 6,370 shares
       of its Series A Preferred  Stock into  approximately  2.7 million shares of
       its Class A Special Common Stock.
  
       Comprehensive Income (Loss)
       Total  comprehensive  income (loss) for the six and three months ended June
       30, 1999 and 1998 was $2.573 billion,  ($10.5) million,  $1.358 billion and
       ($3.8) million,  respectively.  Total comprehensive  income (loss) includes
       net income (loss),  unrealized gains (losses) on marketable  securities and
       foreign currency translation gains (losses) for the periods presented.
  
                                         12
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made cash  payments  for  interest of $255.2  million,  $207.4
       million,  $198.8 million and $147.0 million during the six and three months
       ended June 30, 1999 and 1998, respectively.
  
       The Company made cash  payments for income taxes of $112.5  million,  $73.0
       million,  $93.6 million and $58.1  million  during the six and three months
       ended June 30, 1999 and 1998, respectively.
  
  8.   COMMITMENTS AND CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
  
                                         13
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  9.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in millions)
  
  
  <TABLE>
  <CAPTION>
                                                  Cable       Electronic  Corporate and
                                             Communications   Retailing     Other (1)       Total
  <S>                                           <C>            <C>             <C>         <C>
  Six Months Ended June 30, 1999
  Revenues, net...........................      $1,353.7       $1,282.1        $216.8      $2,852.6
  Operating income before depreciation
      and amortization (2)................         623.9          252.4           6.2         882.5
  Depreciation and amortization...........         454.7           57.6          33.8         546.1
  Operating income (loss).................         169.2          194.8         (27.6)        336.4
  Interest expense........................         159.0           20.6          75.1         254.7
  Capital expenditures....................         290.0           25.0          11.4         326.4
  
  Three Months Ended June 30, 1999
  Revenues, net...........................        $748.9         $632.5         $97.2      $1,478.6
  Operating income (loss) before
      depreciation and amortization (2)....        343.4          121.5          (7.6)        457.3
  Depreciation and amortization...........         260.5           29.2          17.8         307.5
  Operating income (loss).................          82.9           92.3         (25.4)        149.8
  Interest expense........................          93.3           10.2          40.0         143.5
  Capital expenditures....................         184.4           14.1           5.5         204.0
  
  As of June 30, 1999
  Assets..................................      $9,554.4       $2,197.0     $10,133.6     $21,885.0
  Long-term debt, less current portion.....      5,085.9          546.8       1,371.4       7,004.1
  
  Six Months Ended June 30, 1998
  Revenues, net...........................      $1,109.5       $1,074.6        $276.0      $2,460.1
  Operating income (loss) before
      depreciation and amortization (2)....        525.3          187.9         (11.2)        702.0
  Depreciation and amortization...........         323.6           58.4          86.5         468.5
  Operating income (loss).................         201.7          129.5         (97.7)        233.5
  Interest expense........................         107.9           26.4         102.9         237.2
  Capital expenditures....................         293.7           41.6          66.9         402.2
  
  Three Months Ended June 30, 1998
  Revenues, net...........................        $568.3         $530.0        $107.4      $1,205.7
  Operating income (loss) before
      depreciation and amortization (2)....        275.9           92.7         (15.3)        353.3
  Depreciation and amortization...........         161.7           28.9          38.7         229.3
  Operating income (loss).................         114.2           63.8         (54.0)        124.0
  Interest expense........................          54.4           13.1          49.3         116.8
  Capital expenditures....................         153.4           22.1          32.0         207.5
  <FN>
  ---------------
  (1)  Other includes  segments not meeting  certain  quantitative  guidelines for
       reporting.  Other includes  certain other operating  businesses,  including
       Comcast-Spectacor,  L.P., E!  Entertainment  Television,  Inc.,  Comcast UK
       Cable (prior to October 29, 1998),  the Company's DBS operations  (prior to
       April 1, 1998) and elimination  entries related to the segments  presented.
       Corporate and other assets consist  primarily of the Company's  investments
       (see Note 4).
  (2) See note (a) on page 15.
  
  
                                         14
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  (a)  Operating  income (loss) 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  businesses  in the  Company's
       industries,  although the Company's  measure of operating cash flow may not
       be comparable to similarly  titled measures of other  companies.  Operating
       cash flow is the primary basis used by the Company's  management to measure
       the operating  performance of its 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.
  </FN>
  </TABLE>
  
                                         15
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
       We have  experienced  significant  growth  in  recent  years  both  through
  strategic   acquisitions  and  growth  in  our  existing  businesses.   We  have
  historically  met our cash  needs for  operations  through  our cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided  through our financing  activities and sales of
  investments,  as well as our existing  cash,  cash  equivalents  and  short-term
  investments.
  
       In July  1999,  we  completed  the  sale of  Comcast  Cellular  Corporation
  ("Comcast Cellular") to SBC Communications,  Inc. for approximately $360 million
  in cash, subject to customary closing adjustments,  and the assumption of $1.315
  billion of Comcast  Cellular  debt.  We expect to  recognize a gain in the third
  quarter of approximately $350 million,  net of income tax expense. The gain will
  be reflected as gain on disposal of  discontinued  operations  in our  condensed
  consolidated statement of operations and accumulated deficit.
  
  General Developments of Business
  
       See Note 3 to our condensed  consolidated  financial statements included in
  Item 1.
  
  Liquidity and Capital Resources
  
       The  cable   communications  and  the  electronic  retailing  industry  are
  experiencing  increasing competition and rapid technological changes. Our future
  results of operations will be affected by our ability to react to changes in the
  competitive  environment  and by our  ability  to  implement  new  technologies.
  However,  we  believe  that  competition  and  technological  changes  will  not
  significantly affect our ability to obtain financing.
  
       We believe that we will be able to meet our current and long-term liquidity
  and capital requirements,  including fixed charges,  through our cash flows from
  operating activities,  existing cash, cash equivalents,  short-term investments,
  lines of credit and other external financing.
  
       Cash, Cash Equivalents and Short-term Investments
  
       We  have  traditionally   maintained   significant  levels  of  cash,  cash
  equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
  requirements.  Our cash  equivalents and short-term  investments are recorded at
  fair value.  Cash, cash  equivalents  and short-term  investments as of June 30,
  1999 were $7.929 billion.  As of June 30, 1999, our cash,  cash  equivalents and
  short-term  investments  include $5.634 billion of our investments in AT&T Corp.
  ("AT&T"),  Sprint PCS, NTL  Incorporated  ("NTL") and Liberty  Media Group ("New
  Liberty")  (see  Note  4 to  our  condensed  consolidated  financial  statements
  included  in Item 1). As of June 30,  1999,  $316.6  million  of our cash,  cash
  equivalents  and  short-term  investments  is restricted to use by  subsidiaries
  under contractual or other arrangements.
  
       Investments
  
       See  Notes  3 and 4 to  our  condensed  consolidated  financial  statements
  included in Item 1.
  
       We do not have any significant contractual funding commitments with respect
  to any of our investments.  However, to the extent we do not fund our investees'
  capital calls, we expose  ourselves to dilution of our ownership  interests.  We
  continually  evaluate  our  existing  investments,  as  well  as new  investment
  opportunities.
  
       Financing
  
       See  Notes  5 and 6 to  our  condensed  consolidated  financial  statements
  included in Item 1.
  
       As of June 30, 1999 and December 31, 1998,  our long-term  debt,  including
  current portion, was $7.843 billion and $5.578 billion,  respectively,  of which
  20.5% and 18.0%, respectively, was at variable rates.
  
       We may from time to time,  depending on certain  factors  including  market
  conditions, make optional repayments on our debt obligations,  which may include
  open market repurchases of our outstanding public notes and debentures.
  
       Equity Price Risk
  
       In  March  1999,  we  issued  8.7  million  3.35%  Exchangeable  Extendable
  Subordinated  Debentures  due 2029 (the  "PHONES") for gross  proceeds of $718.3
  million.  At maturity,  holders of the PHONES are entitled to receive in cash an
  amount equal to the higher of (a) the principal amount of the PHONES, or (b) the
  market value of AT&T common stock. We accounted for the PHONES
  
                                         16
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  as an indexed debt  instrument,  at June 30, 1999,  since the maturity  value is
  dependent  upon the fair value of AT&T common  stock.  In July 1999, we redeemed
  all the PHONES and  incurred  debt  extinguishment  costs of $32.3  million  and
  wrote-off  unamortized debt acquisition costs of $14.6 million,  resulting in an
  extraordinary  loss,  net of tax, of $30.5 million which will be recorded in the
  third quarter of 1999.
  
       In June 1999,  we entered  into  costless  collar  agreements  (the "Equity
  Collars")  covering  $483.7  million  notional  amount of investment  securities
  accounted  for at fair  value.  The Equity  Collars  limit our  exposure  to and
  benefits from price fluctuations in the underlying equity securities. The Equity
  Collars mature in 2001. As we account for the Equity Collars as a hedge, changes
  in the value of the Equity  Collars are  substantially  offset by changes in the
  value of the underlying  investment  securities which are also  marked-to-market
  through  accumulated other  comprehensive  income in our condensed  consolidated
  balance sheet.
  
       Interest Rate Risk
  
       From January 1, 1999 through August 13, 1999, we have entered into interest
  rate exchange  agreements  ("Swaps") with an aggregate notional amount of $300.0
  million  and as part of our  acquisition  of a  controlling  interest  in  Jones
  Intercable,  Inc. ("Jones Intercable") (see Note 3 to our condensed consolidated
  financial  statements included in Item 1), we acquired  Swaps with an  aggregate
  notional  amount of $400.0 million.  Swaps with an aggregate  notional amount of
  $350.0  million  either were  terminated or expired from January 1, 1999 through
  August 13, 1999. As of August 13, 1999, we have Swaps with an aggregate notional
  amount of $1.412  billion  having an  average  pay rate of 5.93% and an  average
  receive rate of 5.93%.
  
       Year 2000 Readiness Disclosures
  
       The Year 2000 Issue is the result of computer  programs being written using
  two  digits  rather  than four to define  the  applicable  year.  Certain of our
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations.
  
       We are in the process of evaluating  and  addressing the impact of the Year
  2000 Issue on our  operations  to ensure  that our  information  technology  and
  business  systems  recognize  calendar Year 2000. We are utilizing both internal
  and external resources in implementing our Year 2000 program,  which consists of
  the following phases:
  
       o    Assessment  Phase.   Structured   evaluation,   including  a  detailed
            inventory  outlining  the impact  that the Year 2000 Issue may have on
            current operations.
  
       o    Detailed Planning Phase.  Establishment of priorities,  development of
            specific  action  steps and  allocation  of  resources  to address the
            issues identified in the Assessment Phase.
  
       o    Conversion Phase. Implementation of the necessary system modifications
            as outlined in the Detailed Planning Phase.
  
       o    Testing Phase.  Verification that the modifications implemented in the
            Conversion  Phase will be  successful in resolving the Year 2000 Issue
            so that all inventory items will function properly,  both individually
            and on an integrated basis.
  
       o    Implementation  Phase.  Final roll-out of fully tested components into
            an operational unit.
  
       Based on an  inventory  conducted  in  1997,  we have  identified  computer
  systems that will require modification or replacement so that they will properly
  utilize dates beyond December 31, 1999. Many of our critical systems are new and
  are already Year 2000 compliant as a result of the recent rebuild of many of our
  cable communications systems. In addition, we have initiated communications with
  all of our significant software suppliers and service bureaus to determine their
  plans for remediating the Year 2000 Issue in their software which we use or rely
  upon.
  
       As of June 30,  1999,  except for Jones  Intercable,  we are in the Testing
  Phase and the  Implementation  Phase of our Year 2000  remediation  program with
  respect to  certain of our key  systems.  For Jones  Intercable,  as of June 30,
  1999,  we are in the  Conversion  Phase and the  Testing  Phase of our Year 2000
  remediation program with respect to certain of our key systems. Through June 30,
  1999, we have incurred approximately $9
  
                                         17
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  million in connection with our Year 2000 remediation  program.  We estimate that
  we will incur  between  approximately  $7 million to $13  million of  additional
  expense  through  December  1999 in  connection  with our Year 2000  remediation
  program.  Our estimate to complete the  remediation  plan includes the estimated
  time  associated  with  mitigating the Year 2000 Issue for third party software.
  However,  there can be no guarantee that the systems of other companies on which
  we rely will be  converted  on a timely  basis,  or that a failure to convert by
  another company would not have a material adverse effect on us.
  
       Our  management  will continue to  periodically  report the progress of our
  Year 2000 remediation  program to the Audit Committee of our Board of Directors.
  We plan to complete the Year 2000  mitigation by the end of the third quarter of
  1999,  except for Jones Intercable which will be completed in November 1999. Our
  management has investigated and may consider potential  contingency plans in the
  event that our Year 2000 remediation program is not completed by that date.
  
       The costs of the project and the date on which we plan to complete the Year
  2000 modifications and replacements are based on our best estimates,  which were
  derived using assumptions of future events including the continued  availability
  of resources and the  reliability of third party  modification  plans.  However,
  there can be no  guarantee  that these  estimates  will be  achieved  and actual
  results  could differ  materially  from those plans.  Specific  factors that may
  cause  such  material   differences   include,  but  are  not  limited  to,  the
  availability  and cost of personnel with  appropriate  necessary  skills and the
  ability  to  locate  and  correct  all  relevant   computer   code  and  similar
  uncertainties.
  
       We believe that with  modifications to existing software and conversions to
  new  software,  the  Year  2000  Issue  can  be  mitigated.   However,  if  such
  modifications  and  conversions  are not made,  or are not  completed  within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  our operations.
  
                               -----------------------
  
  Statement of Cash Flows
  
       Cash and cash equivalents increased $1.323 billion as of June 30, 1999 from
  December 31, 1998. The increase 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  from  continuing  operations
  amounted  to  $1.971  billion  for the six  months  ended  June  30,  1999,  due
  principally to the effects of the receipt of the $1.5 billion termination fee in
  May 1999 from MediaOne Group, Inc., our acquisition of a controlling interest in
  Jones  Intercable  in  April  1999  (see  Note 3 to our  condensed  consolidated
  financial  statements  included in Item 1),  increases in our  operating  income
  before  depreciation and amortization  (see "Results of Operations") and changes
  in working capital as a result of the timing of receipts and disbursements.
  
       Net cash provided by financing activities from continuing operations, which
  includes  borrowings  and  repayments  of  debt,  as well as the  issuances  and
  repurchases  of our equity  securities,  was $733.0  million  for the six months
  ended June 30,  1999.  During the six months  ended June 30,  1999,  we borrowed
  $912.6  million,  consisting  primarily  of $718.3  million of PHONES and $193.5
  million under revolving lines of credit held by our subsidiaries. During the six
  months ended June 30, 1999, we repaid $152.8  million of our long-term  debt. In
  addition,  during the six months  ended June 30, 1999,  we had net  issuances of
  $0.2 million of our common  stock and we paid cash  dividends of $9.4 million on
  our common stock and Series A Preferred Stock. Deferred financing costs of $14.6
  million were  incurred  during the six months  ended June 30, 1999  primarily in
  connection with the issuance of the PHONES.
  
       Net cash used in investing activities from continuing operations was $1.381
  billion  for the six months  ended  June 30,  1999.  Net cash used in  investing
  activities  includes  acquisitions,  net of cash  acquired  of  $708.0  million,
  consisting  primarily  of our  acquisition  of a  controlling  interest in Jones
  Intercable,  investments  of  $196.2  million,  capital  expenditures  of $326.4
  million,  additions to deferred  charges of $121.7  million and net purchases of
  short-term  investments of $83.3  million,  offset by proceeds from sales of and
  distributions from investments of $54.3 million.
  
                                         18
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  Results of Operations
  
       Our summarized  consolidated  financial  information  for the six and three
  months  ended June 30, 1999 and 1998 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                    Six Months Ended
                                                                        June 30,          Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  <S>                                                              <C>         <C>           <C>           <C>
  Revenues.....................................................    $2,852.6    $2,460.1      $392.5        16.0%
  Cost of goods sold from electronic retailing.................       769.3       652.4       116.9        17.9
  Operating, selling, general and administrative expenses           1,200.8     1,105.7        95.1         8.6
                                                                  ---------   ---------
  Operating income before depreciation and amortization (1)           882.5       702.0       180.5        25.7
  Depreciation.................................................       254.0       227.7        26.3        11.6
  Amortization.................................................       292.1       240.8        51.3        21.3
                                                                  ---------   ---------
  Operating income.............................................       336.4       233.5       102.9        44.1
                                                                  ---------   ---------
  Interest expense.............................................       254.7       237.2        17.5         7.4
  Investment (income) expense..................................      (128.0)        1.9       129.9          NM
  Equity in net losses of affiliates...........................         1.6       236.8      (235.2)      (99.3)
  Gain from equity offering of affiliate.......................                   (59.6)      (59.6)         NM
  Other income.................................................    (1,430.9)       (4.1)    1,426.8          NM
  Income tax expense...........................................       723.7         9.3       714.4          NM
  Minority interest............................................       (12.8)      (39.2)      (26.4)      (67.3)
                                                                  ---------   ---------
  Income (loss) from continuing operations before
     extraordinary items.......................................      $928.1     ($148.8)   $1,076.9          NM
                                                                  =========   =========
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                                   Three Months Ended
                                                                        June 30,          Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  <S>                                                              <C>         <C>           <C>           <C>
  Revenues.....................................................    $1,478.6    $1,205.7      $272.9        22.6%
  Cost of goods sold from electronic retailing.................       378.8       320.0        58.8        18.4
  Operating, selling, general and administrative expenses             642.5       532.4       110.1        20.7
                                                                  ---------   ---------
  Operating income before depreciation and amortization (1)           457.3       353.3       104.0        29.4
  Depreciation.................................................       137.3       110.6        26.7        24.1
  Amortization.................................................       170.2       118.7        51.5        43.4
                                                                  ---------   ---------
  Operating income.............................................       149.8       124.0        25.8        20.8
                                                                  ---------   ---------
  Interest expense.............................................       143.5       116.8        26.7        22.9
  Investment (income) expense..................................        (0.2)        0.3         0.5          NM
  Equity in net losses of affiliates...........................         2.7       107.3      (104.6)      (97.5)
  Other income.................................................    (1,430.7)       (1.4)    1,429.3          NM
  Income tax expense...........................................       636.3         3.0       633.3          NM
  Minority interest............................................       (28.1)      (22.0)        6.1        27.7
                                                                  ---------   ---------
  Income (loss) from continuing operations before
     extraordinary items.......................................      $826.3      ($80.0)     $906.3          NM
                                                                  =========   =========
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in our  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 our businesses
       and the resulting  significant level of non-cash  depreciation  expense and
       amortization expense,  operating cash flow is frequently used as one of the
       bases for comparing  businesses in our industries,  although our measure of
       operating cash flow may not be comparable to similarly  titled  measures of
       other  companies.  Operating  cash flow is the  primary  basis  used by our
       management  to  measure  the  operating   performance  of  our  businesses.
       Operating  cash flow does not purport to  represent  net income or net cash
       provided by operating
  
                                         19
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
       activities,  as those terms are defined under generally accepted accounting
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements  as an indicator of our  performance.  See  "Statement of Cash
       Flows" above for a discussion of net cash provided by operating activities.
  </FN>
  </TABLE>
  
  Operating Results by Business Segment
  
       The following  represent the operating results of our significant  business
  segments,  "Cable  Communications"  and  "Electronic  Retailing."  The remaining
  components  of  our  operations  are  not   independently   significant  to  our
  consolidated  financial  position  or results of  operations  (see Note 9 to our
  condensed consolidated financial statements included in Item 1).
  
       Cable Communications
  
       The  following   table   presents  the  operating   results  of  our  cable
  communications segment (dollars in millions):
  
  
  <TABLE>
  <CAPTION>
                                                                     Six Months Ended
                                                                         June 30,                 Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  <S>                                                               <C>         <C>            <C>           <C>
  Service income...............................................     $1,353.7    $1,109.5       $244.2        22.0%
  Operating, selling, general and
       administrative expenses.................................        729.8       584.2        145.6        24.9
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $623.9      $525.3        $98.6        18.8%
                                                                   =========   =========    =========    ========
  </TABLE>
  
  
  <TABLE>
  <CAPTION>
                                                                    Three Months Ended
                                                                         June 30,                 Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  <S>                                                                 <C>         <C>          <C>           <C>
  Service income...............................................       $748.9      $568.3       $180.6        31.8%
  Operating, selling, general and
       administrative expenses.................................        405.5       292.4        113.1        38.7
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $343.4      $275.9        $67.5        24.5%
                                                                   =========   =========    =========    ========
  <FN>
  ---------------
  (a) See footnote (1) on page 19.
  </FN>
  </TABLE>
  
       Of the respective  $244.2  million and $180.6 million  increases in service
  income for the six and three month periods from 1998 to 1999, $146.3 million and
  $132.9  million are  attributable  to the effects of the  acquisitions  of cable
  communications  systems,  $12.5  million and $5.8  million are  attributable  to
  subscriber  growth,  $47.1 million and $22.2 million relate to changes in rates,
  $10.6 million and $5.6 million are  attributable to growth in cable  advertising
  sales and $27.7  million and $14.1  million  relate to other  product  offerings
  (e.g., digital cable, high speed data services, etc.).
  
       Of the respective $145.6 million and $113.1 million increases in operating,
  selling, general and administrative expenses for the six and three month periods
  from 1998 to 1999,  $102.6  million and $95.3  million are  attributable  to the
  effects of the acquisitions of cable communications  systems,  $20.3 million and
  $10.8 million are attributable to increases in the costs of cable programming as
  a  result  of  changes  in  rates,  subscriber  growth  and  additional  channel
  offerings,  $2.2  million  and  $0.9  million  are  attributable  to  growth  in
  advertising  sales and $20.5 million and $6.1 million  result from  increases in
  the cost of labor,  other volume related  expenses and costs associated with new
  product  offerings.  We  anticipate  that  the cost of  cable  programming  will
  increase  in the  future as cable  programming  rates  increase  and  additional
  sources of cable programming become available.
  
                                         20
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  Electronic Retailing
  
       The following  presents the operating  results of our electronic  retailing
  segment, consisting of the operations of QVC, Inc. and its subsidiaries ("QVC"),
  a majority owned and controlled subsidiary (dollars in millions):
  
  
  <TABLE>
  <CAPTION>
                                                                     Six Months Ended
                                                                         June 30,                 Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  <S>                                                               <C>         <C>            <C>           <C>
  Net sales from electronic retailing..........................     $1,282.1    $1,074.6       $207.5        19.3%
  Cost of goods sold from electronic retailing.................        769.3       652.4        116.9        17.9
  Operating, selling, general and administrative
       expenses................................................        260.4       234.3         26.1        11.1
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $252.4      $187.9        $64.5        34.3%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         40.0%       39.3%
                                                                   =========   =========
  </TABLE>
  
  
  <TABLE>
  <CAPTION>
                                                                    Three Months Ended
                                                                         June 30,                 Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  <S>                                                                 <C>         <C>          <C>           <C>
  Net sales from electronic retailing..........................       $632.5      $530.0       $102.5        19.3%
  Cost of goods sold from electronic retailing.................        378.8       320.0         58.8        18.4
  Operating, selling, general and administrative
       expenses................................................        132.2       117.3         14.9        12.7
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $121.5       $92.7        $28.8        31.1%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         40.1%       39.6%
                                                                   =========   =========
  <FN>
  ---------------
  (a) See footnote (1) on page 19.
  </FN>
  </TABLE>
  
       The increase in net sales from  electronic  retailing of $207.5 million for
  the six month period from 1998 to 1999 is due to the effects of 3.8%,  11.3% and
  40.1%  increases in the average  number of homes  receiving  QVC services in the
  United States ("US"), United Kingdom ("UK") and Germany, respectively, and 9.7%,
  12.0% and  98.6%  increases  in net  sales  per home in the US, UK and  Germany,
  respectively.  The  increase in net sales from  electronic  retailing  of $102.5
  million  for the three  month  period from 1998 to 1999 is due to the effects of
  3.4%,  11.7% and 38.0%  increases in the average  number of homes  receiving QVC
  services in the US, UK and  Germany,  respectively,  and 10.8%,  6.4% and 109.2%
  increases in net sales per home in the US, UK and Germany, respectively.
  
       The  increase in cost of goods sold is  primarily  related to the growth in
  net sales.  The  increase in gross margin is a result of a slight shift in sales
  mix to higher margin products.
  
       Of the respective  $26.1 million and $14.9 million  increases in operating,
  selling, general and administrative expenses for the six and three month periods
  from 1998 to 1999,  $17.8  million and $9.2 million are  attributable  to higher
  variable  costs  associated  with the increase in sales  volume.  The  remaining
  increases are  attributable  to higher  personnel costs to support the increased
  sales volume in the US, UK and Germany.
  
                               -----------------------
  
       Consolidated Analysis
  
       The  effects of our recent  acquisitions,  as well as  increased  levels of
  capital  expenditures,  were to increase our revenues and expenses  resulting in
  increases in our operating  income before  depreciation  and  amortization.  The
  increases in depreciation expense, amortization expense and interest expense for
  the six and three month
  
                                         21
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  periods from 1998 to 1999 are primarily due to the effects of our acquisition of
  a controlling  interest in Jones Intercable on April 7, 1999,  offset in part by
  the  effects of the sale of  Comcast  UK Cable  Partners  Limited  ("Comcast  UK
  Cable"),  a consolidated  subsidiary of ours, in October 1998. In addition,  our
  equity in net losses of affiliates has decreased  principally as a result of the
  restructuring of Sprint PCS in November 1998.
  
       Interest Expense
  
       The $17.5 million and $26.7 million  increases in interest  expense for the
  six and three month  periods from 1998 to 1999 are  primarily due to the effects
  of our  acquisition  of a  controlling  interest  in  Jones  Intercable  and the
  issuance of the 6.20% nonrecourse notes issued by Comcast Cable  Communications,
  Inc.  ("Comcast  Cable"),  a wholly owned  subsidiary of ours, in November 1998,
  offset in part by the effects of the sale of Comcast UK Cable in October 1998.
  
       We anticipate that, for the foreseeable future,  interest expense will be a
  significant cost to us and will have a significant adverse effect on our ability
  to realize  net  earnings.  We believe we will  continue  to be able to meet our
  obligations  through  our  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
       Investment (Income) Expense
  
       In March 1999, AT&T merged with TeleCommunications,  Inc. ("TCI") with AT&T
  as the  surviving  corporation  (the  "AT&T/TCI  Merger").  Upon  closing of the
  AT&T/TCI Merger,  we received  approximately 3.6 million shares (as adjusted for
  AT&T's  3-for-2  stock split in April 1999) of AT&T common stock in exchange for
  the  approximately 3.1 million shares of TCI Class A Common Stock held by us and
  we received  approximately  3.6 million  shares of New Liberty  Class A Tracking
  Shares for the  approximately  2.3 million  shares of TCI Ventures  Group,  Inc.
  ("TCI  Ventures")  common  stock and the  approximately  2.4  million  shares of
  Liberty Media Group ("Old Liberty") Class A Common Stock held by us. As a result
  of the exchange,  we recognized a pre-tax gain of $187.6  million during the six
  months ended June 30, 1999,  representing the difference  between the fair value
  of the AT&T stock received and our basis in TCI and TCI Ventures.
  
       In March 1998,  we sold call options  relating to our  unrestricted  equity
  investments in TCI, TCI Ventures and Old Liberty common stock for $20.7 million.
  Such call options  expire  between March and November  1999.  During the six and
  three months  ended June 30, 1999 and 1998,  we recorded  investment  expense of
  $100.8 million,  $40.2 million,  $49.4 million and $25.6 million,  respectively,
  related to changes in the value of the call  options and  settlement  of the TCI
  and TCI Ventures call options.
  
       During the six months ended June 30, 1999,  we recorded  pre-tax  losses of
  $35.5 million on certain of our investments based on a decline in value that was
  considered other than temporary.
  
       Gain From Equity Offering of Affiliate
  
       In November 1997, Teleport  Communications  Group Inc.  ("Teleport") issued
  shares  of its Class A Common  Stock.  As a result  of the  stock  issuance,  we
  recognized a $59.6 million increase in our proportionate share of Teleport's net
  assets as a gain from equity offering of affiliate for the six months ended June
  30,  1998.  We recorded our  proportionate  share of  Teleport's  net losses one
  quarter in arrears.
  
       Other Income
  
       The $1.427 billion and $1.429 billion increases in other income for the six
  and three month  periods  from 1998 to 1999 are  primarily  attributable  to the
  receipt of the $1.5 billion MediaOne  termination fee, net of transaction costs,
  in May 1999.
  
       Income Tax Expense
  
       The $714.4 million and $633.3  million  increases in income tax expense for
  the six and three month  periods from 1998 to 1999 are  primarily  the result of
  the effects of changes in our income  before  taxes and minority  interest,  and
  non-deductible  foreign  losses  and  non-deductible  equity  in net  losses  of
  affiliates.
  
       Minority Interest
  
       The changes in minority interest income for the six and three month periods
  from  1998 to 1999 are  attributable  to the  effects  of our  acquisition  of a
  controlling  interest in Jones  Intercable in April 1999, the sale of Comcast UK
  Cable in October 1998 and to changes in the net income or loss of our other less
  than 100% owned consolidated subsidiaries.
  
                                         22
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
       For the six and three  months  ended June 30, 1999 and 1998,  our  earnings
  from continuing operations (income (loss) from continuing operations plus income
  tax  expense,  equity  in net  losses of  affiliates,  fixed  charges  (interest
  expense) and extraordinary  items) were $1.908 billion,  $334.5 million,  $1.609
  billion and $147.1 million,  respectively.  Such earnings were adequate to cover
  our fixed charges of $254.7 million,  $237.2 million,  $143.5 million and $116.8
  million for the six and three months ended June 30, 1999 and 1998, respectively.
  Fixed charges include non-cash interest expense of $1.8 million,  $26.0 million,
  $1.3 million and $11.6  million for the six and three months ended June 30, 1999
  and 1998, respectively.
  
       We  believe  that  any  losses  incurred  in  the  future  by us  will  not
  significantly  affect the performance of our normal business  activities because
  of our existing cash, cash equivalents and short-term  investments,  our ability
  to generate  operating  income  before  depreciation  and  amortization  and our
  ability to obtain external financing.
  
       We believe that our operations are not materially affected by inflation.
  
                                         23
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       We are subject to legal  proceedings and claims which arise in the ordinary
       course of our  business.  In the opinion of our  management,  the amount of
       ultimate liability with respect to these actions will not materially affect
       our financial position, results of operations or liquidity.
  
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
       At a Special  Meeting on April 20,  1999,  the  shareholders  approved  the
       following proposal:
  
       To  approve  an  amendment  to  the  Company's  Articles  of  Incorporation
       increasing the number of authorized shares of the Company's Class A Special
       Common  Stock,  par  value  $1.00 per  share,  from  500,000,000  shares to
       2,500,000,000 shares.
  
        Class of Stock              For               Against           Abstain
        --------------              ---               -------           -------
           Class A                8,257,136           126,647              820
           Class B              141,665,625
  
       At the Annual  Meeting on June 21,  1999,  the  shareholders  approved  the
       following proposals:
  
       To elect  nine  directors  to serve for the  ensuing  year and until  their
       respective successors shall have been duly elected and qualified.
  
  <TABLE>
  <CAPTION>
            Director                    Class of Stock                      For                  Withheld
            --------                    --------------                      ---                  --------
  <S>                                    <C>                           <C>                      <C>
       Ralph J. Roberts                     Class A                      25,010,711               196,883
                                            Class B                     141,665,625
  
       Julian A. Brodsky                    Class A                      25,018,519               189,075
                                            Class B                     141,665,625
  
       Brian L. Roberts                     Class A                      25,017,268               190,326
                                            Class B                     141,665,625
  
       Gustave G. Amsterdam                 Class A                      25,096,215               111,379
                                            Class B                     141,665,625
  
       Sheldon M. Bonovitz                  Class A                      25,013,847               193,747
                                            Class B                     141,665,625
  
       Joseph L. Castle II                  Class A                      25,117,324                90,270
                                            Class B                     141,665,625
  
       Bernard C. Watson                    Class A                      25,113,889                93,705
                                            Class B                     141,665,625
  
       Irving A. Wechsler                   Class A                      25,107,106               100,488
                                            Class B                     141,665,625
  
       Anne Wexler                          Class A                      25,011,443               196,151
                                            Class B                     141,665,625
  </TABLE>
  
       To approve an amendment to the Comcast Corporation 1996 Stock Option Plan.
  
        Class of Stock              For                 Against           Abstain
        --------------              ---                 -------           -------
           Class A               21,054,324           4,057,055            96,215
           Class B              141,665,625
  
                                         24
  
  <PAGE>
  
       To approve an  amendment to the Comcast  Corporation  1996  Executive  Cash
       Bonus Plan.
  
        Class of Stock              For                 Against          Abstain
        --------------              ---                 -------          -------
           Class A               23,634,706           1,456,475          116,413
           Class B              141,665,625
  
       To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
       independent auditors for the 1999 fiscal year.
  
        Class of Stock              For                 Against          Abstain
        --------------              ---                 -------          -------
           Class A               25,123,975              48,493           35,126
           Class B              141,665,625
  
  
  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,  as amended and
                    restated, effective June 21, 1999.
  
            10.2*   Comcast  Corporation  1996  Deferred   Compensation  Plan,  as
                    amended and restated, effective June 21, 1999.
  
            10.3*   Comcast Corporation 1990 Restricted Stock Plan, as amended and
                    restated, effective June 21, 1999.
  
            10.4*   Comcast  Corporation  1996 Cash Bonus  Plan,  as  amended  and
                    restated, effective June 21, 1999.
  
            10.5*   Comcast Corporation 1996 Executive Cash Bonus Plan, as amended
                    and restated, effective June 21, 1999.
  
            10.6*   Comcast  Corporation  1997  Deferred  Stock  Option  Plan,  as
                    amended and restated, effective June 21, 1999.
  
            27.1    Financial Data Schedule.
  
       (b)  Reports on Form 8-K:
  
            (i)     We filed a Current Report on Form 8-K under Item 5 on April 8,
                    1999  relating to our  announcement  that we had completed the
                    acquisition  of a  controlling  interest in Jones  Intercable,
                    Inc.
  
            (ii)    We filed a Current  Report on Form 8-K under  Item 5 on May 6,
                    1999 relating to our announcement  that we had entered into an
                    agreement  with AT&T Corp.  to exchange  certain cable systems
                    and that we had  terminated  our  Agreement and Plan of Merger
                    with MediaOne Group, Inc.
  
            (iii)   We filed a Current  Report on Form 8-K under Item 5 on May 27,
                    1999 relating to our announcement  that we had entered into an
                    agreement  with Adelphia  Communications  to exchange  certain
                    cable systems.
  
            (iv)    We filed a Current  Report on Form 8-K under Item 5 on May 27,
                    1999 relating to our announcement that we intend to redeem all
                    $718.3  million  principal  amount of our  3.35%  Exchangeable
                    Subordinated Debentures due 2029.
  
  ---------------
    *   Constitutes a management contract or compensatory plan or arrangement.
  
                                         25
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                          COMCAST CORPORATION
                                          ----------------------------------------
  
  
  
  
  
  
                                          /S/ LAWRENCE S. SMITH
                                          ----------------------------------------
                                          Lawrence S. Smith
                                          Executive Vice President
                                          (Principal Accounting Officer)
  
  
  
  Date: August 16, 1999
  
  
                                         26
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 119072}]
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": "99691989"}, "business-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148", "phone": "2156651700"}, "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:
                                    JUNE 30, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
  
               (Exact name of registrant as specified in its charter)
  
         PENNSYLVANIA                                           23-1709202
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                           Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
                                                       --------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  _X_                                      No ___
  
                             --------------------------
  
  As of June 30, 1999,  there were  708,502,767  shares of Class A Special  Common
  Stock, 31,494,976 shares of Class A Common Stock and 9,444,375 shares of Class B
  Common Stock outstanding.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  PART I.   FINANCIAL INFORMATION
  
            ITEM 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet as of
                      June 30, 1999 and December 31, 1998 (Unaudited)..........2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1999 and 1998 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1999 and 1998 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 15
  
            ITEM 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations.........................................16 - 23
  
  PART II.  OTHER INFORMATION
  
            ITEM 1.   Legal Proceedings.......................................24
  
            ITEM 4.   Submission of Matters to a Vote of Security
                      Holders............................................24 - 25
  
            ITEM 6.   Exhibits and Reports on Form 8-K........................25
  
            SIGNATURE.........................................................26
  
                         -----------------------------------
  
       This  Quarterly  Report on Form 10-Q is for the three months ended June 30,
  1999.  This Quarterly  Report  modifies and supersedes  documents filed prior to
  this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
  information that we file with them,  which means that we can disclose  important
  information  to you by referring  you directly to those  documents.  Information
  incorporated by reference is considered to be part of this Quarterly  Report. In
  addition,  information  we file with the SEC in the  future  will  automatically
  update and supersede  information  contained in this Quarterly  Report.  In this
  Quarterly Report,  "Comcast," "we," "us" and "our" refer to Comcast  Corporation
  and its subsidiaries.
  
       You should  carefully  review the  information  contained in this Quarterly
  Report and in other reports or documents that we file from time to time with the
  SEC. In this Quarterly  Report, we state our beliefs of future events and of our
  future  financial  performance.  In some cases, you can identify those so-called
  "forward-looking   statements"  by  words  such  as  "may,"  "will,"   "should,"
  "expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
  "potential,"  or "continue" or the negative of those words and other  comparable
  words.  You  should be aware  that those  statements  are only our  predictions.
  Actual events or results may differ materially.  In evaluating those statements,
  you should specifically  consider various factors,  including the risks outlined
  below.  Those factors may cause our actual results to differ materially from any
  of our forward-looking statements.
  
  Factors Affecting Future Operations
  
       The cable communications  industry and the provision of programming content
  may be affected by, among other things:
  
       o    changes in laws and regulations,
       o    changes in the competitive environment,
       o    changes in technology,
       o    franchise related matters,
       o    market  conditions that may adversely  affect the availability of debt
            and equity  financing for working  capital,  capital  expenditures  or
            other purposes,
       o    demand for the programming content we distribute or the willingness of
            other video program providers to carry our content,
       o    general economic conditions.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in millions, except share data)
                                                                                   June 30,            December 31
                                                                                      1999                1998    ,
                                                                                  -----------          -----------
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents...............................................        $2,193.7               $870.7
     Investments.............................................................         5,735.7              3,653.4
     Accounts receivable, less allowance for doubtful
       accounts of $128.6 and $120.7.........................................           548.3                549.3
     Inventories, net........................................................           383.9                343.8
     Other current assets....................................................           110.8                100.2
                                                                                  -----------          -----------
         Total current assets................................................         8,972.4              5,517.4
                                                                                  -----------          -----------
  INVESTMENTS................................................................         1,364.2                602.4
                                                                                  -----------          -----------
  PROPERTY AND EQUIPMENT.....................................................         4,669.0              3,886.7
     Accumulated depreciation................................................        (1,519.7)            (1,362.3)
                                                                                  -----------          -----------
     Property and equipment, net.............................................         3,149.3              2,524.4
                                                                                  -----------          -----------
  DEFERRED CHARGES...........................................................        10,757.7              8,214.5
     Accumulated amortization................................................        (2,358.6)            (2,148.2)
                                                                                  -----------          -----------
     Deferred charges, net...................................................         8,399.1              6,066.3
                                                                                  -----------          -----------
                                                                                    $21,885.0            $14,710.5
                                                                                  ===========          ===========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...................................        $1,851.6             $1,600.3
     Accrued interest........................................................            96.6                 73.5
     Net liabilities of discontinued operations..............................           173.3                165.2
     Deferred income taxes...................................................         1,725.6              1,033.2
     Current portion of long-term debt.......................................           838.4                113.5
                                                                                  -----------          -----------
         Total current liabilities...........................................         4,685.5              2,985.7
                                                                                  -----------          -----------
  LONG-TERM DEBT, less current portion.......................................         7,004.1              5,464.2
                                                                                  -----------          -----------
  DEFERRED INCOME TAXES......................................................         2,518.4              1,500.1
                                                                                  -----------          -----------
  MINORITY INTEREST AND OTHER................................................           884.4                834.0
                                                                                  -----------          -----------
  COMMITMENTS AND CONTINGENCIES
  COMMON EQUITY PUT OPTIONS..................................................            50.5                111.2
                                                                                  -----------          -----------
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 20,000,000 shares; 5% series A convertible,
       no par value, issued, 6,370 at redemption value.......................            31.9                 31.9
       5.25% series B mandatorily redeemable convertible, $1,000 par value,
       issued, 554,976 and 540,690 at redemption value.......................           555.0                540.7
     Class A special common stock, $1 par value -authorized,
       2,500,000,000  shares; issued, 708,502,767 and 698,395,170............           708.5                698.4
     Class A common stock, $1 par value - authorized,
       200,000,000 shares; issued, 31,494,976 and 31,690,063 ................            31.5                 31.7
     Class B common stock, $1 par value - authorized,
       50,000,000 shares; issued, 9,444,375 .................................             9.4                  9.4
     Additional capital......................................................         3,280.7              2,941.7
     Accumulated deficit.....................................................          (592.8)            (1,488.2)
     Accumulated other comprehensive income..................................         2,717.9              1,049.7
                                                                                  -----------          -----------
         Total stockholders' equity..........................................         6,742.1              3,815.3
                                                                                  -----------          -----------
                                                                                    $21,885.0            $14,710.5
                                                                                  ===========          ===========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in millions, except per share data)
                                                                              Six Months Ended   Three Months Ended
                                                                                  June 30,            June 30,
                                                                               1999      1998      1999      1998
                                                                             --------- --------- --------- ---------
  REVENUES
      Service income......................................................... $1,570.5  $1,385.5    $846.1    $675.7
      Net sales from electronic retailing....................................  1,282.1   1,074.6     632.5     530.0
                                                                             --------- --------- --------- ---------
                                                                               2,852.6   2,460.1   1,478.6   1,205.7
                                                                             --------- --------- --------- ---------
  COSTS AND EXPENSES
      Operating..............................................................    789.5     741.0     415.9     353.8
      Cost of goods sold from electronic retailing...........................    769.3     652.4     378.8     320.0
      Selling, general and administrative....................................    411.3     364.7     226.6     178.6
      Depreciation...........................................................    254.0     227.7     137.3     110.6
      Amortization...........................................................    292.1     240.8     170.2     118.7
                                                                             --------- --------- --------- ---------
                                                                               2,516.2   2,226.6   1,328.8   1,081.7
                                                                             --------- --------- --------- ---------
  OPERATING INCOME...........................................................    336.4     233.5     149.8     124.0
  OTHER (INCOME) EXPENSE
      Interest expense.......................................................    254.7     237.2     143.5     116.8
      Investment (income) expense............................................   (128.0)      1.9      (0.2)      0.3
      Equity in net losses of affiliates.....................................      1.6     236.8       2.7     107.3
      Gain from equity offering of affiliate.................................              (59.6)
      Other.................................................................. (1,430.9)     (4.1) (1,430.7)     (1.4)
                                                                             --------- --------- --------- ---------
                                                                              (1,302.6)    412.2  (1,284.7)    223.0
                                                                             --------- --------- --------- ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME
      TAX EXPENSE, MINORITY INTEREST AND EXTRAORDINARY ITEMS.................  1,639.0    (178.7)  1,434.5     (99.0)
  INCOME TAX EXPENSE.........................................................    723.7       9.3     636.3       3.0
                                                                             --------- --------- --------- ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      MINORITY INTEREST AND EXTRAORDINARY ITEMS..............................    915.3    (188.0)    798.2    (102.0)
  MINORITY INTEREST..........................................................    (12.8)    (39.2)    (28.1)    (22.0)
                                                                             --------- --------- --------- ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      EXTRAORDINARY ITEMS....................................................    928.1    (148.8)    826.3     (80.0)
  LOSS FROM DISCONTINUED OPERATIONS, net of income tax
      benefit of $11.9, $9.1, $0.0 and $3.3..................................     20.1      14.9                 4.8
                                                                             --------- --------- --------- ---------
  INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS...................................    908.0    (163.7)    826.3     (84.8)
  EXTRAORDINARY ITEMS........................................................     (3.0)               (2.3)
                                                                             --------- --------- --------- ---------
  NET INCOME (LOSS)..........................................................    905.0    (163.7)    824.0     (84.8)
  PREFERRED DIVIDENDS........................................................    (15.1)    (14.3)     (7.6)     (7.2)
                                                                             --------- --------- --------- ---------
  NET INCOME (LOSS) FOR COMMON STOCKHOLDERS..................................   $889.9   ($178.0)   $816.4    ($92.0)
                                                                             ========= ========= ========= =========
  ACCUMULATED DEFICIT
      Beginning of period....................................................($1,488.2)($2,415.9)($1,416.8)($2,503.3)
      Net income (loss)......................................................    905.0    (163.7)    824.0     (84.8)
      Common dividends - $.024 and $.012 per share in 1998...................              (17.1)               (8.6)
      Retirement of common stock.............................................     (9.6)
                                                                             --------- --------- --------- ---------
      End of period..........................................................  ($592.8)($2,596.7)  ($592.8)($2,596.7)
                                                                             ========= ========= ========= =========
  BASIC EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
      Income (loss) from continuing operations before extraordinary items....    $1.23     ($.22)    $1.10     ($.12)
      Loss from discontinued operations......................................     (.03)     (.02)               (.01)
      Extraordinary items....................................................
                                                                             --------- --------- --------- ---------
         Net income (loss)...................................................    $1.20     ($.24)    $1.10     ($.13)
                                                                             ========= ========= ========= =========
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                     742.9     727.0     744.4     738.0
                                                                             ========= ========= ========= =========
  DILUTED EARNINGS (LOSS) FOR COMMON STOCKHOLDERS
      PER COMMON SHARE
      Income (loss) from continuing operations before extraordinary items....    $1.13     ($.22)    $1.01     ($.12)
      Loss from discontinued operations......................................     (.02)     (.02)               (.01)
      Extraordinary items....................................................
                                                                             --------- --------- --------- ---------
         Net income (loss)...................................................    $1.11     ($.24)    $1.01     ($.13)
                                                                             ========= ========= ========= =========
  DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                   815.1     727.0     815.3     738.0
                                                                             ========= ========= ========= =========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                      Six Months Ended June 30,
                                                                                        1999             1998
                                                                                      ---------        ---------
  OPERATING ACTIVITIES
     Net income (loss)........................................................           $905.0          ($163.7)
     Adjustments to reconcile net income (loss) to net cash provided
      by operating activities from continuing operations:
       Depreciation...........................................................            254.0            227.7
       Amortization...........................................................            292.1            240.8
       Non-cash interest expense, net.........................................             (2.6)            21.5
       Equity in net losses of affiliates.....................................              1.6            236.8
       Gain from equity offering of affiliate.................................                             (59.6)
       Non-cash investment (income) expense, net..............................            (54.8)            32.5
       Minority interest......................................................            (12.8)           (39.2)
       Loss from discontinued operations......................................             20.1             14.9
       Extraordinary items....................................................              3.0
       Deferred income taxes and other........................................            388.0            (74.0)
                                                                                      ---------        ---------
                                                                                        1,793.6            437.7
       Changes in working capital.............................................            177.7              1.7
                                                                                      ---------        ---------
             Net cash provided by operating activities
                 from continuing operations ..................................          1,971.3            439.4
                                                                                      ---------        ---------
  FINANCING ACTIVITIES
     Proceeds from borrowings.................................................            912.6            994.4
     Retirement and repayment of debt.........................................           (152.8)          (805.7)
     Issuances of common stock, net...........................................              0.2             13.9
     Dividends................................................................             (9.4)           (17.9)
     Deferred financing costs.................................................            (14.6)            (4.5)
     Other....................................................................             (3.0)             2.2
                                                                                      ---------        ---------
             Net cash provided by financing activities from
                 continuing operations .......................................            733.0            182.4
                                                                                      ---------        ---------
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired.......................................           (708.0)          (219.4)
     (Purchases of) proceeds from sales of short-term investments, net........            (83.3)           115.4
     Investments..............................................................           (196.2)           (83.4)
     Proceeds from sales of and distributions from investments................             54.3              0.7
     Proceeds from investee's repayment of loan...............................                              74.7
     Proceeds from sales of call options......................................                              20.7
     Capital expenditures.....................................................           (326.4)          (402.2)
     Additions to deferred charges............................................           (121.7)           (29.8)
     Other....................................................................                              (1.4)
                                                                                      ---------        ---------
             Net cash used in investing activities
                 from continuing operations ..................................         (1,381.3)          (524.7)
                                                                                      ---------        ---------
  INCREASE IN CASH AND CASH EQUIVALENTS - CONTINUING OPERATIONS...............          1,323.0             97.1
  CASH AND CASH EQUIVALENTS, beginning of period..............................            870.7            409.1
                                                                                      ---------        ---------
  CASH AND CASH EQUIVALENTS, end of period....................................         $2,193.7           $506.2
                                                                                      =========        =========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1999,  the condensed
       consolidated  statements of operations and accumulated  deficit for the six
       and  three  months  ended  June  30,  1999  and  1998  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1999
       and 1998 have been prepared by Comcast Corporation (the "Company") and have
       not been audited by the Company's  independent  auditors. In the opinion of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations and cash flows as of June 30, 1999 and for all periods presented
       have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission  (the "SEC").  The results of  operations  for the periods ended
       June 30, 1999 are not necessarily  indicative of operating  results for the
       full year.
  
       The  results  of  operations  of  Comcast  Cellular  Corporation  ("Comcast
       Cellular"),  an indirect wholly owned subsidiary of the Company,  have been
       presented  as  a  discontinued  operation  in  accordance  with  Accounting
       Principles  Board  ("APB")  Opinion  No.  30,  "Reporting  the  Results  of
       Operations - Reporting  the Effects of Disposal of a Segment of a Business,
       and   Extraordinary,   Unusual  and   Infrequently   Occurring  Events  and
       Transactions" (see Note 3).
  
       Stock Split
       On March 3, 1999, the Company's  board of directors  authorized an increase
       in the number of authorized  shares of the Company's Class A Special Common
       Stock from 500 million  shares to 2.5  billion  shares.  On that date,  the
       Company's Board of Directors also  authorized a two-for-one  stock split in
       the form of a 100% stock  dividend  (the "Stock  Split")  payable on May 5,
       1999 to  shareholders  of record on April 20, 1999,  subject to shareholder
       approval of the increase in authorized  shares (which was obtained on April
       20,  1999).  The dividend  was paid in Class A Special  Common Stock to the
       holders of Class A Common, Class A Special Common and Class B Common Stock.
       The average  number of shares  outstanding  and related  prices,  per share
       amounts,  share  conversions and stock option data have been  retroactively
       restated to reflect the Stock Split.  The Company's board of directors also
       eliminated the quarterly cash dividend of $.012 per share on all classes of
       its Common Stock.  The last  quarterly  cash dividend was paid on March 25,
       1999.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
       Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
       for  Derivative   Instruments  and  Hedging   Activities."  This  statement
       establishes  the accounting  and reporting  standards for  derivatives  and
       hedging  activity.  Upon the adoption of SFAS No. 133, all  derivatives are
       required to be recognized in the statement of financial  position as either
       assets or  liabilities  and measured at fair value.  In July 1999, the FASB
       issued SFAS No. 137,  "Accounting  for Derivative  Instruments  and Hedging
       Activities - Deferral of the Effective  Date of FASB Statement No. 133 - an
       amendment of FASB  Statement  No. 133"  deferring  the  effective  date for
       implementation  of SFAS No. 133 to fiscal  years  beginning  after June 15,
       2000.  The Company is currently  evaluating the impact the adoption of SFAS
       No. 133 will have on its financial position and results of operations.
  
       Earnings (Loss) for Common Stockholders Per Common Share
       Earnings  (loss) for common  stockholders  per common  share is computed by
       dividing net income (loss),  after deduction of preferred stock  dividends,
       when   applicable,   by  the  weighted  average  number  of  common  shares
       outstanding during the period on a basic and diluted basis.
  
                                          5
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The  following  table  reconciles  the  numerator  and  denominator  of the
       computations of diluted earnings (loss) for common  stockholders per common
       share  ("Diluted EPS") for the six and three months ended June 30, 1999 and
       1998, respectively.
  (Amounts in millions, except per share data)
                                                              Six Months Ended          Three Months Ended
                                                                  June 30,                   June 30,
                                                              1999        1998           1999        1998
                                                            --------    --------       ---------   ---------
  Net income (loss) for common stockholders              $889.9     ($178.0)         $816.4      ($92.0)
       Preferred dividends.............................         15.1                         7.6
                                                            --------    --------       ---------   ---------
       Net income (loss) for common stockholders
         used for Diluted EPS..........................       $905.0     ($178.0)         $824.0      ($92.0)
                                                            ========    ========       =========   =========
       Basic weighted average number of common
         shares outstanding............................        742.9       727.0           744.4       738.0
       Dilutive securities: (see Note 6)
         Series A and B convertible preferred stock             45.2                        45.2
         Stock option and restricted stock plans.......         27.0                        25.7
                                                            --------    --------       ---------   ---------
       Diluted weighted average number of common
         shares outstanding............................        815.1       727.0           815.3       738.0
                                                            ========    ========       =========   =========
       Diluted earnings (loss) for common stockholders
         per common share..............................        $1.11       ($.24)          $1.01       ($.13)
                                                            ========    ========       =========   =========
  Put options  sold by the Company on a weighted  average 4.8 million  shares
       and 4.2 million shares,  respectively,  of its Class A Special Common stock
       (see Note 6) were  outstanding  during the six and three  months ended June
       30,  1999 but were not  included in the  computation  of Diluted EPS as the
       options'  exercise  price was less  than the  average  market  price of the
       Company's Class A Special Common Stock during the periods.
  
       For the six and three months ended June 30, 1998,  the Company's  potential
       common shares of 94.0 million shares and 94.0 million shares, respectively,
       have an  antidilutive  effect on loss for  common  stockholders  per common
       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 1999.
  
  3.   SIGNIFICANT EVENTS
  
       Sale of Comcast Cellular
       In July 1999,  the Company  completed  the sale of Comcast  Cellular to SBC
       Communications,  Inc.  for  approximately  $360  million  in  cash  and the
       assumption of $1.315 billion of Comcast  Cellular debt. The Company expects
       to recognize a gain in the third quarter of approximately $350 million, net
       of income tax  expense.  Such gain will be reflected as gain on disposal of
       discontinued  operations in the Company's condensed  consolidated statement
       of operations and accumulated  deficit.  Revenues for Comcast Cellular were
       $241.6  million and $221.3  million for the six months  ended June 30, 1999
       and 1998, respectively.
  
       Acquisition of Greater Philadelphia Cablevision
       On June  30,  1999,  the  Company  completed  the  acquisition  of  Greater
       Philadelphia  Cablevision, Inc. ("Greater  Philadelphia"),  a subsidiary of
       Greater  Media,  Inc.  that operates a cable system  serving  approximately
       79,000 subscribers in Philadelphia,  Pennsylvania, by issuing approximately
       8.5 million shares of its Class A Special
  
                                          6
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Common Stock with a value of $291.7 million based upon the average  closing
       price of the Company's  Class A Special  Common Stock for a ten-day  period
       before and after the  announcement of the transaction in February 1999. The
       acquisition was accounted for under the purchase  method of accounting,  as
       such, the operating  results of Greater  Philadelphia have been included in
       the  accompanying   condensed  consolidated  statement  of  operations  and
       accumulated  deficit  from the  acquisition  date.  The  allocation  of the
       purchase  price to the assets and  liabilities of Greater  Philadelphia  is
       preliminary  pending  a final  appraisal.  As the  consideration  given  in
       exchange  for  Greater  Philadelphia  was shares of the  Company's  Class A
       Special  Common  Stock,  the  Greater   Philadelphia   acquisition  had  no
       significant  impact on the Company's  condensed  consolidated  statement of
       cash flows.
  
       Adelphia Agreement
       In May  1999,  the  Company  and Jones  Intercable,  Inc.,  a  consolidated
       subsidiary  of the Company,  ("Jones  Intercable" - see  "Acquisition  of a
       Controlling  Interest in Jones Intercable" below) entered into an agreement
       (the "Adelphia  Agreement") to exchange certain cable systems with Adelphia
       Communications ("Adelphia"). Under the terms of the Adelphia Agreement, the
       Company and Jones Intercable,  in the aggregate, will receive approximately
       464,000 cable subscribers from Adelphia. In exchange, Adelphia will receive
       current systems owned by the Company and Jones Intercable  serving,  in the
       aggregate,  approximately 440,000 subscribers.  All of the systems involved
       in the transactions  will be valued based upon independent  appraisals with
       any difference in relative value to be funded with cash or additional cable
       systems.  The  system  exchanges  are  subject  to  customary  closing  and
       regulatory approvals and are expected to close by mid-2000.
  
       AT&T Agreement
       In May 1999, the Company and AT&T Corp.  ("AT&T") entered into an agreement
       (the "AT&T  Agreement") to exchange various cable systems (the "AT&T System
       Exchanges").  Under the terms of the AT&T  Agreement,  the Company will pay
       AT&T  approximately $3.4 billion (subject to adjustment based on the actual
       number of net subscribers  acquired and the per subscriber price of certain
       subscribers) for the  approximately  750,000 net subscribers to be acquired
       as a result of the AT&T System Exchanges.  The Company will pay for the net
       subscribers  acquired in  connection  with the AT&T System  Exchanges  with
       shares of AT&T common stock currently owned or subsequently acquired by the
       Company and other  securities  or assets which would permit the AT&T System
       Exchanges to be tax-free to the extent possible. The value of any currently
       owned AT&T common  stock to be  exchanged  will be $54.41 per share,  based
       upon the average  trading price during the 20-day trading period  beginning
       June 3, 1999.
  
       Under the terms of the AT&T  Agreement,  the Company  also has an option to
       acquire from AT&T,  following  approximately three years,  additional cable
       systems with a total of between 1.0 million and 1.4 million subscribers for
       approximately  $4.8 billion to $6.7 billion  (subject to reduction  for any
       long-term debt and other  liabilities of the acquired cable  systems).  The
       Company will pay for these cable systems with shares of the Company's Class
       A Special  Common Stock (valued on the same basis as described in the prior
       paragraph)   and  other   securities  or  assets  which  would  permit  the
       acquisition  to be tax-free  (or if such result can not be  obtained,  with
       cash).
  
       Under the terms of the AT&T Agreement, the Company has also agreed to offer
       AT&T-branded  residential  wireline  telephony in its cable system markets,
       provided AT&T has concluded separate residential  telephony agreements with
       at least two other non-AT&T affiliated  multi-system cable operators.  AT&T
       has agreed to grant the Company the most  favorable  terms AT&T has reached
       with any of those or other multi-system cable operators.
  
       The majority of the AT&T System Exchanges and the exercise of the Company's
       option to acquire the  additional  cable  systems are  contingent  upon the
       completion of AT&T's  acquisition of MediaOne (see Proposed  Acquisition of
       MediaOne Group, Inc. below), which is expected to close in 2000, subject to
       receipt of necessary shareholder, regulatory and other approvals. There can
       be no assurance, however, that such acquisition will be consummated.
  
       Proposed Acquisition of MediaOne Group, Inc.
       In March 1999, the Company and MediaOne Group, Inc.  ("MediaOne"),  entered
       into an Agreement and Plan of Merger (the "Merger  Agreement")  pursuant to
       which MediaOne was to be merged with and into the Company.  Under the terms
       of the Merger  Agreement,  MediaOne  could  terminate the Merger  Agreement
       under certain  conditions,  provided that it pay a termination  fee of $1.5
       billion in cash to the Company. In April 1999, AT&T
  
                                          7
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       submitted an offer to purchase MediaOne. On May 1, 1999, the MediaOne Board
       of  Directors  notified the Company  that it had  determined  that the AT&T
       offer  was  superior  to the  Company's  offer.  On May 6,  1999,  MediaOne
       terminated  the  Merger   Agreement  and  MediaOne  paid  the  Company  the
       termination  fee. The  termination  fee was recorded to other income in the
       Company's  condensed  consolidated  statement of operations and accumulated
       deficit,  net of transaction costs, for the six and three months ended June
       30, 1999.
  
       Acquisition of a Controlling Interest in Jones Intercable
       In May 1998,  the  Company  agreed to  purchase  from BCI  Telecom  Holding
       ("BTH") 6.4 million  Class A Common Shares in Jones  Intercable,  and a 49%
       interest  in the BTH  subsidiaries  which  were to  continue  to own  BTH's
       remaining 6.4 million shares of Jones  Intercable  Class A Common Stock. At
       the same time,  the  Company  agreed to acquire  approximately  2.9 million
       shares of Common Stock of Jones Intercable (the "Control  Shares"),  if and
       when  acquired by BTH from  affiliates  of Jones  Intercable's  controlling
       shareholder under an existing option (the "Control Option") to acquire such
       shares  (which  absent  extraordinary  circumstances  would  not have  been
       exercisable until December 2001). The Company was to purchase the remaining
       51% of the BTH  subsidiaries  when the Control  Shares were  acquired.  The
       Company,   BTH,  Jones  Intercable  and  Jones   Intercable's   controlling
       shareholder  agreed in August  1998 to  accelerate  the  Control  Option to
       permit its early  exercise and the early closing of the  transactions  with
       BTH.  The  transaction  closed on April 7, 1999.  The  Company  paid $706.3
       million  in cash to acquire  the 12.8  million  shares of Jones  Intercable
       Class A Common Stock and the Control Shares.  On June 29, 1999, the Company
       purchased an  additional  1.0 million  shares of Jones  Intercable  Class A
       Common Stock for $50.0 million  through a private  transaction.  As of June
       30,  1999,  the Company  controls  39.6% of the  economic  and 48.3% of the
       voting  interest in Jones  Intercable.  In  addition,  the  Control  Shares
       represent shares having the right to elect  approximately  75% of the Board
       of Directors of Jones Intercable.  The share  acquisitions were funded with
       available cash and cash equivalents.  Jones Intercable is a public company,
       which owns cable operations  serving  approximately 1.0 million  customers.
       The  acquisition was accounted for under the purchase method of accounting,
       as such, the operating  results of Jones  Intercable  have been included in
       the  accompanying   condensed  consolidated  statement  of  operations  and
       accumulated  deficit  from the  acquisition  date.  The  allocation  of the
       purchase  price  to the  assets  and  liabilities  of Jones  Intercable  is
       preliminary pending a final appraisal.
  
       On August 9, 1999, the Company announced its intention to commence an offer
       to exchange  1.4 shares of its Class A Special  Common Stock for each share
       of Class A Common Stock or Common Stock of Jones  Intercable  for up to 79%
       of the combined number of shares of Jones  Intercable  Class A Common Stock
       and Common Stock outstanding (subject to certain terms and conditions to be
       contained  in  the  offer   documents).   The  offer  would  commence  upon
       registration of the Company's Class A Special Common Stock to be offered in
       the  exchange  offer with the SEC  pursuant  to an  effective  registration
       statement.
  
       Investment in Prime Communications
       In December 1998, the Company agreed to invest in Prime  Communications LLC
       ("Prime"),  a cable television operator with cable  communications  systems
       serving  approximately  430,000  subscribers.  During the fourth quarter of
       1998, the Company acquired a $50 million 12.75%  subordinated note due 2008
       from Prime. In addition, under the terms of the agreement, in July 1999 the
       Company issued to Prime a $735 million 6% ten year convertible note, giving
       the Company the right to convert the note to acquire 90% of Prime. The note
       cannot be converted until the build out of certain of Prime's cable systems
       is complete and  regulatory  and other  approvals  are  obtained,  which is
       expected to close no later than 2002. If the note is converted, the Company
       would assume  approximately  $550 million of Prime debt.  The Company would
       have the  option  to  acquire  the  remaining  10%  interest  in Prime  for
       approximately $82 million, plus accrued interest at 7% per annum.
  
                                          8
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS
  June 30,       December 31,
                                                                                    1999             1998
                                                                                 ----------     --------------
                                                                                    (Dollars in millions)
  Equity method...............................................             $40.1            $11.1
             Fair value method...........................................           6,882.4          4,170.0
             Cost method.................................................             177.4             74.7
                                                                                 ----------     ------------
                    Total investments....................................           7,099.9          4,255.8
             Less current investments....................................           5,735.7          3,653.4
                                                                                 ----------     ------------
             Non-current investments.....................................          $1,364.2           $602.4
                                                                                 ==========     ============
  Equity Method
       The Company records its proportionate interests in the net income (loss) of
       certain of its equity method investees in arrears.  The Company's  recorded
       investments  exceed its  proportionate  interests  in the book value of the
       investees'  net  assets by $80.5  million  as of June 30,  1999  (primarily
       related to the Company's  investment in The Golf  Channel).  Such excess is
       being amortized to equity in net income or loss, primarily over a period of
       twenty  years,  which  is  consistent  with  the  estimated  lives  of  the
       underlying assets. The original cost of investments accounted for under the
       equity method totaled $233.5 million and $215.3 million as of June 30, 1999
       and December 31, 1998, respectively.
  
                                          9
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for the six and three months ended June
       30, 1998 for the  Company's  equity  method  investees is presented  below.
       Summarized financial  information is not presented for Sprint PCS, Teleport
       Communications  Group Inc.  ("Teleport")  or Birmingham  Cable  Corporation
       Limited and Cable London,  PLC (together,  the "UK Investees") as of or for
       the six and three  months  ended June 30, 1999 as such  investments  are no
       longer accounted for under the equity method (dollars in millions):
  Sprint                     UK
                                                            PCS      Teleport     Investees    Other      Combined
                                                         ---------   ---------    --------    --------    --------
  Six months ended June 30, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $285.0      $310.5      $116.1      $535.3    $1,246.9
           Operating, selling, general and
             administrative expenses...................      871.5       301.3        90.2       576.3     1,839.3
           Depreciation and amortization...............      238.4        97.1        40.8        43.5       419.8
           Operating loss..............................     (824.9)      (87.9)      (14.9)      (84.5)   (1,012.2)
           Net loss (1)................................   (1,058.0)     (134.7)      (50.6)     (113.9)   (1,357.2)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........    ($158.7)     ($19.7)     ($18.2)     ($37.1)    ($233.7)
           Amortization expense........................       (1.5)                   (0.3)       (1.3)       (3.1)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................    ($160.2)     ($19.7)     ($18.5)     ($38.4)    ($236.8)
                                                         =========   =========    ========    ========    ========
  
       Three months ended June 30, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $143.8      $160.1       $58.8      $244.6      $607.3
           Operating, selling, general and
             administrative expenses...................      393.5       147.2        45.2       258.0       843.9
           Depreciation and amortization...............      115.7        49.1        21.1        14.4       200.3
           Operating loss..............................     (365.4)      (36.2)       (7.5)      (27.8)     (436.9)
           Net loss (1)................................     (498.6)      (62.2)      (20.5)      (41.3)     (622.6)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........     ($74.8)      ($9.1)      ($7.8)     ($14.5)    ($106.2)
           Amortization expense........................       (0.7)                   (0.1)       (0.3)       (1.1)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................     ($75.5)      ($9.1)      ($7.9)     ($14.8)    ($107.3)
                                                         =========   =========    ========    ========    ========
  --------
       (1) Net  loss  also  represents  loss  from  continuing  operations  before
           extraordinary  items and  cumulative  effect of changes  in  accounting
           principles.
  Sprint PCS.  Effective  November 1998, in connection with the restructuring
       of Sprint PCS, the Company  accounts for its investment in Sprint PCS under
       the fair value method.
  
       Teleport.  In November 1997,  Teleport  issued shares of its Class A Common
       Stock.  As a result of the share issuance,  the Company  recognized a $59.6
       million increase in its  proportionate  share of Teleport's net assets as a
       gain from equity  offering of  affiliate  for the six months ended June 30,
       1998. The Company recorded its proportionate share of Teleport's net assets
       one quarter in arrears. In July 1998, in connection with AT&T's acquisition
       of Teleport,  the Company  exchanged its interest in Teleport for shares of
       AT&T common stock.  As of June 30, 1999 and December 31, 1998,  the Company
       has recorded its investment in AT&T at its estimated fair value.
  
                                         10
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       UK  Investees.  In October  1998,  the Company  exchanged  its  interest in
       Comcast UK Cable  Partners  Limited  ("Comcast UK Cable") for shares of NTL
       Incorporated  ("NTL")  common  stock.  As of June 30, 1999 and December 31,
       1998,  the Company has recorded its investment in NTL at its estimated fair
       value.
  
       Other.  The Company's other equity investees  include  investments in cable
       communications and content  providers.  The Company does not consider these
       other equity  method  investments  to be  individually  significant  to its
       consolidated financial position, results of operations or liquidity.
  
       Fair Value Method
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies,  with an historical  cost  (including  $1.999 billion of
       pre-tax gains recognized  during 1998) of $2.706 billion and $2.555 billion
       as of June 30, 1999 and December 31,  1998,  respectively.  The Company has
       recorded these investments,  which are classified as available for sale, at
       their estimated fair values of $6.882 billion and $4.170 billion as of June
       30, 1999 and December 31, 1998, respectively.  The unrealized pre-tax gains
       as of June 30,  1999 and  December  31,  1998 of $4.176  billion and $1.615
       billion,  respectively,  have  been  reported  in the  Company's  condensed
       consolidated   balance   sheet  as  a  component   of   accumulated   other
       comprehensive  income, net of related deferred income tax expense of $1.462
       billion and $565.1 million, respectively.
  
       AT&T Acquisition of TCI
       In March 1999, AT&T merged with Tele-Communications, Inc. ("TCI") with AT&T
       as the surviving  corporation (the "AT&T/TCI Merger").  Upon closing of the
       AT&T/TCI Merger, the Company received  approximately 3.6 million shares (as
       adjusted for AT&T's 3-for-2 stock split in April 1999) of AT&T common stock
       in exchange for the  approximately 3.1 million shares of TCI Class A Common
       Stock  held by the  Company  and the  Company  received  approximately  3.6
       million  shares of Class A Liberty  Media  Group ("New  Liberty")  Tracking
       Shares for the approximately 2.3 million shares of TCI Ventures Group, Inc.
       ("TCI Ventures")  common stock and the  approximately 2.4 million shares of
       Liberty  Media  Group  ("Old  Liberty")  Class A Common  Stock  held by the
       Company. As a result of the exchange, the Company recognized a pre-tax gain
       of $187.6 million  during the six months ended June 30, 1999,  representing
       the  difference  between  the fair  value  of the  stock  received  and the
       Company's  basis  in TCI  and  TCI  Ventures.  Such  gain  is  included  in
       investment  (income)  expense  in  the  Company's  condensed   consolidated
       statement of operations and accumulated deficit.
  
       In March 1998, the Company sold call options  relating to its  unrestricted
       equity  investments  in TCI,  TCI  Ventures  and Old Liberty  common  stock
       (together,  the "TCI Stock") for $20.7  million.  Such call options  expire
       between March and November 1999. During the six and three months ended June
       30,  1999 and 1998,  the  Company  recorded  investment  expense  of $100.8
       million,  $40.2  million,  $49.4 million and $25.6  million,  respectively,
       related to changes in the value of the call options and  settlement  of the
       TCI and TCI Ventures call options.
  
       Impairment Losses
       During the six and three months ended June 30, 1999,  the Company  recorded
       pre-tax losses of $35.5 million and $0.2 million,  respectively, on certain
       of its  investments  based on a decline in value that was considered  other
       than temporary.  Such losses are included in investment (income) expense in
       the  Company's   condensed   consolidated   statement  of  operations   and
       accumulated deficit.
  
  5.   LONG-TERM DEBT
  
       PHONES
       In March 1999, the Company issued 8.7 million 3.35% Exchangeable Extendable
       Subordinated  Debentures  due 2029 (the  "PHONES")  for gross  proceeds  of
       $718.3 million. At maturity,  holders of the PHONES are entitled to receive
       in cash an amount  equal to the higher of (a) the  principal  amount of the
       PHONES, or (b) the market value of AT&T common stock.
  
       The PHONES are being accounted for as an indexed debt  instrument,  at June
       30, 1999, since the maturity value is dependent upon the fair value of AT&T
       common stock. The Company's investment in AT&T is accounted for
  
                                         11
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       as an  "available  for sale"  security  under SFAS No. 115, with changes in
       fair value being reflected in accumulated other  comprehensive  income (see
       Note 4).
  
       In July 1999, the Company  redeemed all $718.3 million  principal amount of
       its PHONES.  The Company redeemed the PHONES due to its recently  announced
       transaction   with  AT&T  in  which  it  intends  to  use  AT&T  shares  as
       consideration  for the purchase of cable  systems  from AT&T in  accordance
       with  the AT&T  Agreement  (see  Note 3).  In  connection  with the  PHONES
       redemption, the Company incurred debt extinguishment costs of $32.3 million
       and  wrote-off   unamortized  debt  acquisition  costs  of  $14.6  million,
       resulting in an extraordinary loss, net of tax, of $30.5 million which will
       be recorded in the third quarter of 1999.
  
       Interest Rates
       As of June 30, 1999 and December 31, 1998, the Company's effective weighted
       average  interest  rate on its  long-term  debt  outstanding  was 7.15% and
       7.71%, respectively.
  
       Lines of Credit
       As of June 30, 1999,  certain  subsidiaries of the Company had unused lines
       of credit of $1.187  billion,  $586.5 million of which is restricted by the
       covenants of the related debt agreements and to subsidiary general purposes
       and dividend declaration.
  
  6.   STOCKHOLDERS' EQUITY
  
       Repurchase Program
       In September  1998,  the Company  announced that its Board of Directors had
       authorized a market repurchase program (the "Repurchase  Program") pursuant
       to which  the  Company  may  purchase,  in the open  market  or in  private
       transactions  up  to  $500.0  million  of  its  outstanding  common  equity
       securities, subject to certain restrictions and market conditions. Based on
       the trade date for stock repurchases,  during the six months ended June 30,
       1999,  the Company  repurchased  0.4 million shares of its common stock for
       aggregate  consideration  of  $11.5  million  pursuant  to  the  Repurchase
       Program.  As part of the Repurchase Program, in September 1998, the Company
       sold put options on 5.5 million shares of its Class A Special Common Stock.
       During the six and three months ended June 30, 1999,  put options  covering
       3.0  million  shares  expired  unexercised.  Upon  expiration,  the Company
       reclassified $60.7 million,  the amount it would have been obligated to pay
       to repurchase such shares had the put options been  exercised,  from common
       equity  put  options  to  additional  capital  in the  Company's  condensed
       consolidated  balance sheet.  The remaining put options give the holder the
       right to require the Company to repurchase such shares at specified  prices
       on specific dates during the period from July through  September  1999. The
       amount the Company would be obligated to pay to  repurchase  such shares if
       all  outstanding  put options were  exercised,  totaling  $50.5 million and
       $111.2 million,  respectively,  has been reclassified to a temporary equity
       account in the Company's  condensed  consolidated  balance sheet as of June
       30, 1999 and December 31, 1998.
  
       Series A Preferred Stock Conversion
       In July 1999,  the Company  exercised its right to convert all 6,370 shares
       of its Series A Preferred  Stock into  approximately  2.7 million shares of
       its Class A Special Common Stock.
  
       Comprehensive Income (Loss)
       Total  comprehensive  income (loss) for the six and three months ended June
       30, 1999 and 1998 was $2.573 billion,  ($10.5) million,  $1.358 billion and
       ($3.8) million,  respectively.  Total comprehensive  income (loss) includes
       net income (loss),  unrealized gains (losses) on marketable  securities and
       foreign currency translation gains (losses) for the periods presented.
  
                                         12
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made cash  payments  for  interest of $255.2  million,  $207.4
       million,  $198.8 million and $147.0 million during the six and three months
       ended June 30, 1999 and 1998, respectively.
  
       The Company made cash  payments for income taxes of $112.5  million,  $73.0
       million,  $93.6 million and $58.1  million  during the six and three months
       ended June 30, 1999 and 1998, respectively.
  
  8.   COMMITMENTS AND CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
                                         13
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  9.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in millions)
  Cable       Electronic  Corporate and
                                             Communications   Retailing     Other (1)       Total
  Six Months Ended June 30, 1999
  Revenues, net...........................      $1,353.7       $1,282.1        $216.8      $2,852.6
  Operating income before depreciation
      and amortization (2)................         623.9          252.4           6.2         882.5
  Depreciation and amortization...........         454.7           57.6          33.8         546.1
  Operating income (loss).................         169.2          194.8         (27.6)        336.4
  Interest expense........................         159.0           20.6          75.1         254.7
  Capital expenditures....................         290.0           25.0          11.4         326.4
  
  Three Months Ended June 30, 1999
  Revenues, net...........................        $748.9         $632.5         $97.2      $1,478.6
  Operating income (loss) before
      depreciation and amortization (2)....        343.4          121.5          (7.6)        457.3
  Depreciation and amortization...........         260.5           29.2          17.8         307.5
  Operating income (loss).................          82.9           92.3         (25.4)        149.8
  Interest expense........................          93.3           10.2          40.0         143.5
  Capital expenditures....................         184.4           14.1           5.5         204.0
  
  As of June 30, 1999
  Assets..................................      $9,554.4       $2,197.0     $10,133.6     $21,885.0
  Long-term debt, less current portion.....      5,085.9          546.8       1,371.4       7,004.1
  
  Six Months Ended June 30, 1998
  Revenues, net...........................      $1,109.5       $1,074.6        $276.0      $2,460.1
  Operating income (loss) before
      depreciation and amortization (2)....        525.3          187.9         (11.2)        702.0
  Depreciation and amortization...........         323.6           58.4          86.5         468.5
  Operating income (loss).................         201.7          129.5         (97.7)        233.5
  Interest expense........................         107.9           26.4         102.9         237.2
  Capital expenditures....................         293.7           41.6          66.9         402.2
  
  Three Months Ended June 30, 1998
  Revenues, net...........................        $568.3         $530.0        $107.4      $1,205.7
  Operating income (loss) before
      depreciation and amortization (2)....        275.9           92.7         (15.3)        353.3
  Depreciation and amortization...........         161.7           28.9          38.7         229.3
  Operating income (loss).................         114.2           63.8         (54.0)        124.0
  Interest expense........................          54.4           13.1          49.3         116.8
  Capital expenditures....................         153.4           22.1          32.0         207.5
  ---------------
  (1)  Other includes  segments not meeting  certain  quantitative  guidelines for
       reporting.  Other includes  certain other operating  businesses,  including
       Comcast-Spectacor,  L.P., E!  Entertainment  Television,  Inc.,  Comcast UK
       Cable (prior to October 29, 1998),  the Company's DBS operations  (prior to
       April 1, 1998) and elimination  entries related to the segments  presented.
       Corporate and other assets consist  primarily of the Company's  investments
       (see Note 4).
  (2) See note (a) on page 15.
  
                                         14
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  (a)  Operating  income (loss) 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  businesses  in the  Company's
       industries,  although the Company's  measure of operating cash flow may not
       be comparable to similarly  titled measures of other  companies.  Operating
       cash flow is the primary basis used by the Company's  management to measure
       the operating  performance of its 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.
  15
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
       We have  experienced  significant  growth  in  recent  years  both  through
  strategic   acquisitions  and  growth  in  our  existing  businesses.   We  have
  historically  met our cash  needs for  operations  through  our cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided  through our financing  activities and sales of
  investments,  as well as our existing  cash,  cash  equivalents  and  short-term
  investments.
  
       In July  1999,  we  completed  the  sale of  Comcast  Cellular  Corporation
  ("Comcast Cellular") to SBC Communications,  Inc. for approximately $360 million
  in cash, subject to customary closing adjustments,  and the assumption of $1.315
  billion of Comcast  Cellular  debt.  We expect to  recognize a gain in the third
  quarter of approximately $350 million,  net of income tax expense. The gain will
  be reflected as gain on disposal of  discontinued  operations  in our  condensed
  consolidated statement of operations and accumulated deficit.
  
  General Developments of Business
  
       See Note 3 to our condensed  consolidated  financial statements included in
  Item 1.
  
  Liquidity and Capital Resources
  
       The  cable   communications  and  the  electronic  retailing  industry  are
  experiencing  increasing competition and rapid technological changes. Our future
  results of operations will be affected by our ability to react to changes in the
  competitive  environment  and by our  ability  to  implement  new  technologies.
  However,  we  believe  that  competition  and  technological  changes  will  not
  significantly affect our ability to obtain financing.
  
       We believe that we will be able to meet our current and long-term liquidity
  and capital requirements,  including fixed charges,  through our cash flows from
  operating activities,  existing cash, cash equivalents,  short-term investments,
  lines of credit and other external financing.
  
       Cash, Cash Equivalents and Short-term Investments
  
       We  have  traditionally   maintained   significant  levels  of  cash,  cash
  equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
  requirements.  Our cash  equivalents and short-term  investments are recorded at
  fair value.  Cash, cash  equivalents  and short-term  investments as of June 30,
  1999 were $7.929 billion.  As of June 30, 1999, our cash,  cash  equivalents and
  short-term  investments  include $5.634 billion of our investments in AT&T Corp.
  ("AT&T"),  Sprint PCS, NTL  Incorporated  ("NTL") and Liberty  Media Group ("New
  Liberty")  (see  Note  4 to  our  condensed  consolidated  financial  statements
  included  in Item 1). As of June 30,  1999,  $316.6  million  of our cash,  cash
  equivalents  and  short-term  investments  is restricted to use by  subsidiaries
  under contractual or other arrangements.
  
       Investments
  
       See  Notes  3 and 4 to  our  condensed  consolidated  financial  statements
  included in Item 1.
  
       We do not have any significant contractual funding commitments with respect
  to any of our investments.  However, to the extent we do not fund our investees'
  capital calls, we expose  ourselves to dilution of our ownership  interests.  We
  continually  evaluate  our  existing  investments,  as  well  as new  investment
  opportunities.
  
       Financing
  
       See  Notes  5 and 6 to  our  condensed  consolidated  financial  statements
  included in Item 1.
  
       As of June 30, 1999 and December 31, 1998,  our long-term  debt,  including
  current portion, was $7.843 billion and $5.578 billion,  respectively,  of which
  20.5% and 18.0%, respectively, was at variable rates.
  
       We may from time to time,  depending on certain  factors  including  market
  conditions, make optional repayments on our debt obligations,  which may include
  open market repurchases of our outstanding public notes and debentures.
  
       Equity Price Risk
  
       In  March  1999,  we  issued  8.7  million  3.35%  Exchangeable  Extendable
  Subordinated  Debentures  due 2029 (the  "PHONES") for gross  proceeds of $718.3
  million.  At maturity,  holders of the PHONES are entitled to receive in cash an
  amount equal to the higher of (a) the principal amount of the PHONES, or (b) the
  market value of AT&T common stock. We accounted for the PHONES
  
                                         16
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  as an indexed debt  instrument,  at June 30, 1999,  since the maturity  value is
  dependent  upon the fair value of AT&T common  stock.  In July 1999, we redeemed
  all the PHONES and  incurred  debt  extinguishment  costs of $32.3  million  and
  wrote-off  unamortized debt acquisition costs of $14.6 million,  resulting in an
  extraordinary  loss,  net of tax, of $30.5 million which will be recorded in the
  third quarter of 1999.
  
       In June 1999,  we entered  into  costless  collar  agreements  (the "Equity
  Collars")  covering  $483.7  million  notional  amount of investment  securities
  accounted  for at fair  value.  The Equity  Collars  limit our  exposure  to and
  benefits from price fluctuations in the underlying equity securities. The Equity
  Collars mature in 2001. As we account for the Equity Collars as a hedge, changes
  in the value of the Equity  Collars are  substantially  offset by changes in the
  value of the underlying  investment  securities which are also  marked-to-market
  through  accumulated other  comprehensive  income in our condensed  consolidated
  balance sheet.
  
       Interest Rate Risk
  
       From January 1, 1999 through August 13, 1999, we have entered into interest
  rate exchange  agreements  ("Swaps") with an aggregate notional amount of $300.0
  million  and as part of our  acquisition  of a  controlling  interest  in  Jones
  Intercable,  Inc. ("Jones Intercable") (see Note 3 to our condensed consolidated
  financial  statements included in Item 1), we acquired  Swaps with an  aggregate
  notional  amount of $400.0 million.  Swaps with an aggregate  notional amount of
  $350.0  million  either were  terminated or expired from January 1, 1999 through
  August 13, 1999. As of August 13, 1999, we have Swaps with an aggregate notional
  amount of $1.412  billion  having an  average  pay rate of 5.93% and an  average
  receive rate of 5.93%.
  
       Year 2000 Readiness Disclosures
  
       The Year 2000 Issue is the result of computer  programs being written using
  two  digits  rather  than four to define  the  applicable  year.  Certain of our
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations.
  
       We are in the process of evaluating  and  addressing the impact of the Year
  2000 Issue on our  operations  to ensure  that our  information  technology  and
  business  systems  recognize  calendar Year 2000. We are utilizing both internal
  and external resources in implementing our Year 2000 program,  which consists of
  the following phases:
  
       o    Assessment  Phase.   Structured   evaluation,   including  a  detailed
            inventory  outlining  the impact  that the Year 2000 Issue may have on
            current operations.
  
       o    Detailed Planning Phase.  Establishment of priorities,  development of
            specific  action  steps and  allocation  of  resources  to address the
            issues identified in the Assessment Phase.
  
       o    Conversion Phase. Implementation of the necessary system modifications
            as outlined in the Detailed Planning Phase.
  
       o    Testing Phase.  Verification that the modifications implemented in the
            Conversion  Phase will be  successful in resolving the Year 2000 Issue
            so that all inventory items will function properly,  both individually
            and on an integrated basis.
  
       o    Implementation  Phase.  Final roll-out of fully tested components into
            an operational unit.
  
       Based on an  inventory  conducted  in  1997,  we have  identified  computer
  systems that will require modification or replacement so that they will properly
  utilize dates beyond December 31, 1999. Many of our critical systems are new and
  are already Year 2000 compliant as a result of the recent rebuild of many of our
  cable communications systems. In addition, we have initiated communications with
  all of our significant software suppliers and service bureaus to determine their
  plans for remediating the Year 2000 Issue in their software which we use or rely
  upon.
  
       As of June 30,  1999,  except for Jones  Intercable,  we are in the Testing
  Phase and the  Implementation  Phase of our Year 2000  remediation  program with
  respect to  certain of our key  systems.  For Jones  Intercable,  as of June 30,
  1999,  we are in the  Conversion  Phase and the  Testing  Phase of our Year 2000
  remediation program with respect to certain of our key systems. Through June 30,
  1999, we have incurred approximately $9
  
                                         17
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  million in connection with our Year 2000 remediation  program.  We estimate that
  we will incur  between  approximately  $7 million to $13  million of  additional
  expense  through  December  1999 in  connection  with our Year 2000  remediation
  program.  Our estimate to complete the  remediation  plan includes the estimated
  time  associated  with  mitigating the Year 2000 Issue for third party software.
  However,  there can be no guarantee that the systems of other companies on which
  we rely will be  converted  on a timely  basis,  or that a failure to convert by
  another company would not have a material adverse effect on us.
  
       Our  management  will continue to  periodically  report the progress of our
  Year 2000 remediation  program to the Audit Committee of our Board of Directors.
  We plan to complete the Year 2000  mitigation by the end of the third quarter of
  1999,  except for Jones Intercable which will be completed in November 1999. Our
  management has investigated and may consider potential  contingency plans in the
  event that our Year 2000 remediation program is not completed by that date.
  
       The costs of the project and the date on which we plan to complete the Year
  2000 modifications and replacements are based on our best estimates,  which were
  derived using assumptions of future events including the continued  availability
  of resources and the  reliability of third party  modification  plans.  However,
  there can be no  guarantee  that these  estimates  will be  achieved  and actual
  results  could differ  materially  from those plans.  Specific  factors that may
  cause  such  material   differences   include,  but  are  not  limited  to,  the
  availability  and cost of personnel with  appropriate  necessary  skills and the
  ability  to  locate  and  correct  all  relevant   computer   code  and  similar
  uncertainties.
  
       We believe that with  modifications to existing software and conversions to
  new  software,  the  Year  2000  Issue  can  be  mitigated.   However,  if  such
  modifications  and  conversions  are not made,  or are not  completed  within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  our operations.
  
                               -----------------------
  
  Statement of Cash Flows
  
       Cash and cash equivalents increased $1.323 billion as of June 30, 1999 from
  December 31, 1998. The increase 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  from  continuing  operations
  amounted  to  $1.971  billion  for the six  months  ended  June  30,  1999,  due
  principally to the effects of the receipt of the $1.5 billion termination fee in
  May 1999 from MediaOne Group, Inc., our acquisition of a controlling interest in
  Jones  Intercable  in  April  1999  (see  Note 3 to our  condensed  consolidated
  financial  statements  included in Item 1),  increases in our  operating  income
  before  depreciation and amortization  (see "Results of Operations") and changes
  in working capital as a result of the timing of receipts and disbursements.
  
       Net cash provided by financing activities from continuing operations, which
  includes  borrowings  and  repayments  of  debt,  as well as the  issuances  and
  repurchases  of our equity  securities,  was $733.0  million  for the six months
  ended June 30,  1999.  During the six months  ended June 30,  1999,  we borrowed
  $912.6  million,  consisting  primarily  of $718.3  million of PHONES and $193.5
  million under revolving lines of credit held by our subsidiaries. During the six
  months ended June 30, 1999, we repaid $152.8  million of our long-term  debt. In
  addition,  during the six months  ended June 30, 1999,  we had net  issuances of
  $0.2 million of our common  stock and we paid cash  dividends of $9.4 million on
  our common stock and Series A Preferred Stock. Deferred financing costs of $14.6
  million were  incurred  during the six months  ended June 30, 1999  primarily in
  connection with the issuance of the PHONES.
  
       Net cash used in investing activities from continuing operations was $1.381
  billion  for the six months  ended  June 30,  1999.  Net cash used in  investing
  activities  includes  acquisitions,  net of cash  acquired  of  $708.0  million,
  consisting  primarily  of our  acquisition  of a  controlling  interest in Jones
  Intercable,  investments  of  $196.2  million,  capital  expenditures  of $326.4
  million,  additions to deferred  charges of $121.7  million and net purchases of
  short-term  investments of $83.3  million,  offset by proceeds from sales of and
  distributions from investments of $54.3 million.
  
                                         18
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Results of Operations
  
       Our summarized  consolidated  financial  information  for the six and three
  months  ended June 30, 1999 and 1998 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  Six Months Ended
                                                                        June 30,          Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  Revenues.....................................................    $2,852.6    $2,460.1      $392.5        16.0%
  Cost of goods sold from electronic retailing.................       769.3       652.4       116.9        17.9
  Operating, selling, general and administrative expenses           1,200.8     1,105.7        95.1         8.6
                                                                  ---------   ---------
  Operating income before depreciation and amortization (1)           882.5       702.0       180.5        25.7
  Depreciation.................................................       254.0       227.7        26.3        11.6
  Amortization.................................................       292.1       240.8        51.3        21.3
                                                                  ---------   ---------
  Operating income.............................................       336.4       233.5       102.9        44.1
                                                                  ---------   ---------
  Interest expense.............................................       254.7       237.2        17.5         7.4
  Investment (income) expense..................................      (128.0)        1.9       129.9          NM
  Equity in net losses of affiliates...........................         1.6       236.8      (235.2)      (99.3)
  Gain from equity offering of affiliate.......................                   (59.6)      (59.6)         NM
  Other income.................................................    (1,430.9)       (4.1)    1,426.8          NM
  Income tax expense...........................................       723.7         9.3       714.4          NM
  Minority interest............................................       (12.8)      (39.2)      (26.4)      (67.3)
                                                                  ---------   ---------
  Income (loss) from continuing operations before
     extraordinary items.......................................      $928.1     ($148.8)   $1,076.9          NM
                                                                  =========   =========
  Three Months Ended
                                                                        June 30,          Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  Revenues.....................................................    $1,478.6    $1,205.7      $272.9        22.6%
  Cost of goods sold from electronic retailing.................       378.8       320.0        58.8        18.4
  Operating, selling, general and administrative expenses             642.5       532.4       110.1        20.7
                                                                  ---------   ---------
  Operating income before depreciation and amortization (1)           457.3       353.3       104.0        29.4
  Depreciation.................................................       137.3       110.6        26.7        24.1
  Amortization.................................................       170.2       118.7        51.5        43.4
                                                                  ---------   ---------
  Operating income.............................................       149.8       124.0        25.8        20.8
                                                                  ---------   ---------
  Interest expense.............................................       143.5       116.8        26.7        22.9
  Investment (income) expense..................................        (0.2)        0.3         0.5          NM
  Equity in net losses of affiliates...........................         2.7       107.3      (104.6)      (97.5)
  Other income.................................................    (1,430.7)       (1.4)    1,429.3          NM
  Income tax expense...........................................       636.3         3.0       633.3          NM
  Minority interest............................................       (28.1)      (22.0)        6.1        27.7
                                                                  ---------   ---------
  Income (loss) from continuing operations before
     extraordinary items.......................................      $826.3      ($80.0)     $906.3          NM
                                                                  =========   =========
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in our  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 our businesses
       and the resulting  significant level of non-cash  depreciation  expense and
       amortization expense,  operating cash flow is frequently used as one of the
       bases for comparing  businesses in our industries,  although our measure of
       operating cash flow may not be comparable to similarly  titled  measures of
       other  companies.  Operating  cash flow is the  primary  basis  used by our
       management  to  measure  the  operating   performance  of  our  businesses.
       Operating  cash flow does not purport to  represent  net income or net cash
       provided by operating
  
                                         19
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
       activities,  as those terms are defined under generally accepted accounting
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements  as an indicator of our  performance.  See  "Statement of Cash
       Flows" above for a discussion of net cash provided by operating activities.
  Operating Results by Business Segment
  
       The following  represent the operating results of our significant  business
  segments,  "Cable  Communications"  and  "Electronic  Retailing."  The remaining
  components  of  our  operations  are  not   independently   significant  to  our
  consolidated  financial  position  or results of  operations  (see Note 9 to our
  condensed consolidated financial statements included in Item 1).
  
       Cable Communications
  
       The  following   table   presents  the  operating   results  of  our  cable
  communications segment (dollars in millions):
  Six Months Ended
                                                                         June 30,                 Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Service income...............................................     $1,353.7    $1,109.5       $244.2        22.0%
  Operating, selling, general and
       administrative expenses.................................        729.8       584.2        145.6        24.9
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $623.9      $525.3        $98.6        18.8%
                                                                   =========   =========    =========    ========
  Three Months Ended
                                                                         June 30,                 Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Service income...............................................       $748.9      $568.3       $180.6        31.8%
  Operating, selling, general and
       administrative expenses.................................        405.5       292.4        113.1        38.7
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $343.4      $275.9        $67.5        24.5%
                                                                   =========   =========    =========    ========
  ---------------
  (a) See footnote (1) on page 19.
  Of the respective  $244.2  million and $180.6 million  increases in service
  income for the six and three month periods from 1998 to 1999, $146.3 million and
  $132.9  million are  attributable  to the effects of the  acquisitions  of cable
  communications  systems,  $12.5  million and $5.8  million are  attributable  to
  subscriber  growth,  $47.1 million and $22.2 million relate to changes in rates,
  $10.6 million and $5.6 million are  attributable to growth in cable  advertising
  sales and $27.7  million and $14.1  million  relate to other  product  offerings
  (e.g., digital cable, high speed data services, etc.).
  
       Of the respective $145.6 million and $113.1 million increases in operating,
  selling, general and administrative expenses for the six and three month periods
  from 1998 to 1999,  $102.6  million and $95.3  million are  attributable  to the
  effects of the acquisitions of cable communications  systems,  $20.3 million and
  $10.8 million are attributable to increases in the costs of cable programming as
  a  result  of  changes  in  rates,  subscriber  growth  and  additional  channel
  offerings,  $2.2  million  and  $0.9  million  are  attributable  to  growth  in
  advertising  sales and $20.5 million and $6.1 million  result from  increases in
  the cost of labor,  other volume related  expenses and costs associated with new
  product  offerings.  We  anticipate  that  the cost of  cable  programming  will
  increase  in the  future as cable  programming  rates  increase  and  additional
  sources of cable programming become available.
  
                                         20
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  Electronic Retailing
  
       The following  presents the operating  results of our electronic  retailing
  segment, consisting of the operations of QVC, Inc. and its subsidiaries ("QVC"),
  a majority owned and controlled subsidiary (dollars in millions):
  Six Months Ended
                                                                         June 30,                 Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Net sales from electronic retailing..........................     $1,282.1    $1,074.6       $207.5        19.3%
  Cost of goods sold from electronic retailing.................        769.3       652.4        116.9        17.9
  Operating, selling, general and administrative
       expenses................................................        260.4       234.3         26.1        11.1
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $252.4      $187.9        $64.5        34.3%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         40.0%       39.3%
                                                                   =========   =========
  Three Months Ended
                                                                         June 30,                 Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Net sales from electronic retailing..........................       $632.5      $530.0       $102.5        19.3%
  Cost of goods sold from electronic retailing.................        378.8       320.0         58.8        18.4
  Operating, selling, general and administrative
       expenses................................................        132.2       117.3         14.9        12.7
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $121.5       $92.7        $28.8        31.1%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         40.1%       39.6%
                                                                   =========   =========
  ---------------
  (a) See footnote (1) on page 19.
  The increase in net sales from  electronic  retailing of $207.5 million for
  the six month period from 1998 to 1999 is due to the effects of 3.8%,  11.3% and
  40.1%  increases in the average  number of homes  receiving  QVC services in the
  United States ("US"), United Kingdom ("UK") and Germany, respectively, and 9.7%,
  12.0% and  98.6%  increases  in net  sales  per home in the US, UK and  Germany,
  respectively.  The  increase in net sales from  electronic  retailing  of $102.5
  million  for the three  month  period from 1998 to 1999 is due to the effects of
  3.4%,  11.7% and 38.0%  increases in the average  number of homes  receiving QVC
  services in the US, UK and  Germany,  respectively,  and 10.8%,  6.4% and 109.2%
  increases in net sales per home in the US, UK and Germany, respectively.
  
       The  increase in cost of goods sold is  primarily  related to the growth in
  net sales.  The  increase in gross margin is a result of a slight shift in sales
  mix to higher margin products.
  
       Of the respective  $26.1 million and $14.9 million  increases in operating,
  selling, general and administrative expenses for the six and three month periods
  from 1998 to 1999,  $17.8  million and $9.2 million are  attributable  to higher
  variable  costs  associated  with the increase in sales  volume.  The  remaining
  increases are  attributable  to higher  personnel costs to support the increased
  sales volume in the US, UK and Germany.
  
                               -----------------------
  
       Consolidated Analysis
  
       The  effects of our recent  acquisitions,  as well as  increased  levels of
  capital  expenditures,  were to increase our revenues and expenses  resulting in
  increases in our operating  income before  depreciation  and  amortization.  The
  increases in depreciation expense, amortization expense and interest expense for
  the six and three month
  
                                         21
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  periods from 1998 to 1999 are primarily due to the effects of our acquisition of
  a controlling  interest in Jones Intercable on April 7, 1999,  offset in part by
  the  effects of the sale of  Comcast  UK Cable  Partners  Limited  ("Comcast  UK
  Cable"),  a consolidated  subsidiary of ours, in October 1998. In addition,  our
  equity in net losses of affiliates has decreased  principally as a result of the
  restructuring of Sprint PCS in November 1998.
  
       Interest Expense
  
       The $17.5 million and $26.7 million  increases in interest  expense for the
  six and three month  periods from 1998 to 1999 are  primarily due to the effects
  of our  acquisition  of a  controlling  interest  in  Jones  Intercable  and the
  issuance of the 6.20% nonrecourse notes issued by Comcast Cable  Communications,
  Inc.  ("Comcast  Cable"),  a wholly owned  subsidiary of ours, in November 1998,
  offset in part by the effects of the sale of Comcast UK Cable in October 1998.
  
       We anticipate that, for the foreseeable future,  interest expense will be a
  significant cost to us and will have a significant adverse effect on our ability
  to realize  net  earnings.  We believe we will  continue  to be able to meet our
  obligations  through  our  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
       Investment (Income) Expense
  
       In March 1999, AT&T merged with TeleCommunications,  Inc. ("TCI") with AT&T
  as the  surviving  corporation  (the  "AT&T/TCI  Merger").  Upon  closing of the
  AT&T/TCI Merger,  we received  approximately 3.6 million shares (as adjusted for
  AT&T's  3-for-2  stock split in April 1999) of AT&T common stock in exchange for
  the  approximately 3.1 million shares of TCI Class A Common Stock held by us and
  we received  approximately  3.6 million  shares of New Liberty  Class A Tracking
  Shares for the  approximately  2.3 million  shares of TCI Ventures  Group,  Inc.
  ("TCI  Ventures")  common  stock and the  approximately  2.4  million  shares of
  Liberty Media Group ("Old Liberty") Class A Common Stock held by us. As a result
  of the exchange,  we recognized a pre-tax gain of $187.6  million during the six
  months ended June 30, 1999,  representing the difference  between the fair value
  of the AT&T stock received and our basis in TCI and TCI Ventures.
  
       In March 1998,  we sold call options  relating to our  unrestricted  equity
  investments in TCI, TCI Ventures and Old Liberty common stock for $20.7 million.
  Such call options  expire  between March and November  1999.  During the six and
  three months  ended June 30, 1999 and 1998,  we recorded  investment  expense of
  $100.8 million,  $40.2 million,  $49.4 million and $25.6 million,  respectively,
  related to changes in the value of the call  options and  settlement  of the TCI
  and TCI Ventures call options.
  
       During the six months ended June 30, 1999,  we recorded  pre-tax  losses of
  $35.5 million on certain of our investments based on a decline in value that was
  considered other than temporary.
  
       Gain From Equity Offering of Affiliate
  
       In November 1997, Teleport  Communications  Group Inc.  ("Teleport") issued
  shares  of its Class A Common  Stock.  As a result  of the  stock  issuance,  we
  recognized a $59.6 million increase in our proportionate share of Teleport's net
  assets as a gain from equity offering of affiliate for the six months ended June
  30,  1998.  We recorded our  proportionate  share of  Teleport's  net losses one
  quarter in arrears.
  
       Other Income
  
       The $1.427 billion and $1.429 billion increases in other income for the six
  and three month  periods  from 1998 to 1999 are  primarily  attributable  to the
  receipt of the $1.5 billion MediaOne  termination fee, net of transaction costs,
  in May 1999.
  
       Income Tax Expense
  
       The $714.4 million and $633.3  million  increases in income tax expense for
  the six and three month  periods from 1998 to 1999 are  primarily  the result of
  the effects of changes in our income  before  taxes and minority  interest,  and
  non-deductible  foreign  losses  and  non-deductible  equity  in net  losses  of
  affiliates.
  
       Minority Interest
  
       The changes in minority interest income for the six and three month periods
  from  1998 to 1999 are  attributable  to the  effects  of our  acquisition  of a
  controlling  interest in Jones  Intercable in April 1999, the sale of Comcast UK
  Cable in October 1998 and to changes in the net income or loss of our other less
  than 100% owned consolidated subsidiaries.
  
                                         22
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
       For the six and three  months  ended June 30, 1999 and 1998,  our  earnings
  from continuing operations (income (loss) from continuing operations plus income
  tax  expense,  equity  in net  losses of  affiliates,  fixed  charges  (interest
  expense) and extraordinary  items) were $1.908 billion,  $334.5 million,  $1.609
  billion and $147.1 million,  respectively.  Such earnings were adequate to cover
  our fixed charges of $254.7 million,  $237.2 million,  $143.5 million and $116.8
  million for the six and three months ended June 30, 1999 and 1998, respectively.
  Fixed charges include non-cash interest expense of $1.8 million,  $26.0 million,
  $1.3 million and $11.6  million for the six and three months ended June 30, 1999
  and 1998, respectively.
  
       We  believe  that  any  losses  incurred  in  the  future  by us  will  not
  significantly  affect the performance of our normal business  activities because
  of our existing cash, cash equivalents and short-term  investments,  our ability
  to generate  operating  income  before  depreciation  and  amortization  and our
  ability to obtain external financing.
  
       We believe that our operations are not materially affected by inflation.
  
                                         23
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       We are subject to legal  proceedings and claims which arise in the ordinary
       course of our  business.  In the opinion of our  management,  the amount of
       ultimate liability with respect to these actions will not materially affect
       our financial position, results of operations or liquidity.
  
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
       At a Special  Meeting on April 20,  1999,  the  shareholders  approved  the
       following proposal:
  
       To  approve  an  amendment  to  the  Company's  Articles  of  Incorporation
       increasing the number of authorized shares of the Company's Class A Special
       Common  Stock,  par  value  $1.00 per  share,  from  500,000,000  shares to
       2,500,000,000 shares.
  
        Class of Stock              For               Against           Abstain
        --------------              ---               -------           -------
           Class A                8,257,136           126,647              820
           Class B              141,665,625
  
       At the Annual  Meeting on June 21,  1999,  the  shareholders  approved  the
       following proposals:
  
       To elect  nine  directors  to serve for the  ensuing  year and until  their
       respective successors shall have been duly elected and qualified.
  Director                    Class of Stock                      For                  Withheld
            --------                    --------------                      ---                  --------
  Ralph J. Roberts                     Class A                      25,010,711               196,883
                                            Class B                     141,665,625
  
       Julian A. Brodsky                    Class A                      25,018,519               189,075
                                            Class B                     141,665,625
  
       Brian L. Roberts                     Class A                      25,017,268               190,326
                                            Class B                     141,665,625
  
       Gustave G. Amsterdam                 Class A                      25,096,215               111,379
                                            Class B                     141,665,625
  
       Sheldon M. Bonovitz                  Class A                      25,013,847               193,747
                                            Class B                     141,665,625
  
       Joseph L. Castle II                  Class A                      25,117,324                90,270
                                            Class B                     141,665,625
  
       Bernard C. Watson                    Class A                      25,113,889                93,705
                                            Class B                     141,665,625
  
       Irving A. Wechsler                   Class A                      25,107,106               100,488
                                            Class B                     141,665,625
  
       Anne Wexler                          Class A                      25,011,443               196,151
                                            Class B                     141,665,625
  To approve an amendment to the Comcast Corporation 1996 Stock Option Plan.
  
        Class of Stock              For                 Against           Abstain
        --------------              ---                 -------           -------
           Class A               21,054,324           4,057,055            96,215
           Class B              141,665,625
  
                                         24
  To approve an  amendment to the Comcast  Corporation  1996  Executive  Cash
       Bonus Plan.
  
        Class of Stock              For                 Against          Abstain
        --------------              ---                 -------          -------
           Class A               23,634,706           1,456,475          116,413
           Class B              141,665,625
  
       To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
       independent auditors for the 1999 fiscal year.
  
        Class of Stock              For                 Against          Abstain
        --------------              ---                 -------          -------
           Class A               25,123,975              48,493           35,126
           Class B              141,665,625
  
  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,  as amended and
                    restated, effective June 21, 1999.
  
            10.2*   Comcast  Corporation  1996  Deferred   Compensation  Plan,  as
                    amended and restated, effective June 21, 1999.
  
            10.3*   Comcast Corporation 1990 Restricted Stock Plan, as amended and
                    restated, effective June 21, 1999.
  
            10.4*   Comcast  Corporation  1996 Cash Bonus  Plan,  as  amended  and
                    restated, effective June 21, 1999.
  
            10.5*   Comcast Corporation 1996 Executive Cash Bonus Plan, as amended
                    and restated, effective June 21, 1999.
  
            10.6*   Comcast  Corporation  1997  Deferred  Stock  Option  Plan,  as
                    amended and restated, effective June 21, 1999.
  
            27.1    Financial Data Schedule.
  
       (b)  Reports on Form 8-K:
  
            (i)     We filed a Current Report on Form 8-K under Item 5 on April 8,
                    1999  relating to our  announcement  that we had completed the
                    acquisition  of a  controlling  interest in Jones  Intercable,
                    Inc.
  
            (ii)    We filed a Current  Report on Form 8-K under  Item 5 on May 6,
                    1999 relating to our announcement  that we had entered into an
                    agreement  with AT&T Corp.  to exchange  certain cable systems
                    and that we had  terminated  our  Agreement and Plan of Merger
                    with MediaOne Group, Inc.
  
            (iii)   We filed a Current  Report on Form 8-K under Item 5 on May 27,
                    1999 relating to our announcement  that we had entered into an
                    agreement  with Adelphia  Communications  to exchange  certain
                    cable systems.
  
            (iv)    We filed a Current  Report on Form 8-K under Item 5 on May 27,
                    1999 relating to our announcement that we intend to redeem all
                    $718.3  million  principal  amount of our  3.35%  Exchangeable
                    Subordinated Debentures due 2029.
  
  ---------------
    *   Constitutes a management contract or compensatory plan or arrangement.
  
                                         25
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                          COMCAST CORPORATION
                                          ----------------------------------------
  
                                          /S/ LAWRENCE S. SMITH
                                          ----------------------------------------
                                          Lawrence S. Smith
                                          Executive Vice President
                                          (Principal Accounting Officer)
  
  Date: August 16, 1999
  
                                         26