content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                   MARCH 31, 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 March 31, 1999,  there were  699,483,529  shares of Class A Special Common
  Stock, 31,499,438 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 MARCH 31, 1999
  
                                  TABLE OF CONTENTS
                                                                             Page
                                                                            Number
  PART I.   FINANCIAL INFORMATION
  
            ITEM 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1999 and December 31,
                      1998 (Unaudited)..........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31,
                      1999 and 1998 (Unaudited).................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31,
                      1999 and 1998 (Unaudited).................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 12
  
            ITEM 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..........................................13 - 19
  
  PART II.  OTHER INFORMATION
  
            ITEM 1.   Legal Proceedings........................................20
  
            ITEM 6.   Exhibits and Reports on Form 8-K.........................20
  
  SIGNATURE....................................................................21
  
                         -----------------------------------
  
       This Quarterly  Report on Form 10-Q is for the three months ended March 31,
  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 MARCH 31, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                              (Dollars in millions, except share data)
                                                                                   March 31,            December 31 
                                                                                      1999                 1998,
                                                                                  -----------          -----------
  <S>                                                                                <C>               <C>   
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents...............................................        $1,548.7               $870.7
     Investments.............................................................         4,978.4              3,653.4
     Accounts receivable, less allowance for doubtful     
       accounts of $123.8 and $120.7.........................................           487.8                549.3      
     Inventories, net........................................................           321.4                343.8
     Other current assets....................................................           202.8                207.1
                                                                                  -----------          -----------
         Total current assets................................................         7,539.1              5,624.3
                                                                                  -----------          -----------
  INVESTMENTS................................................................         1,178.5                602.4
                                                                                  -----------          -----------
  PROPERTY AND EQUIPMENT.....................................................         3,910.6              3,886.7
     Accumulated depreciation................................................        (1,427.3)            (1,362.3)
                                                                                  -----------          -----------
     Property and equipment, net.............................................         2,483.3              2,524.4
                                                                                  -----------          -----------
  DEFERRED CHARGES...........................................................         8,305.5              8,214.5
     Accumulated amortization................................................        (2,229.5)            (2,148.2)
                                                                                  -----------          -----------
     Deferred charges, net...................................................         6,076.0              6,066.3
                                                                                  -----------          -----------
                                                                                    $17,276.9            $14,817.4
                                                                                  ===========          ===========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...................................        $1,399.7             $1,600.3
     Accrued interest........................................................           128.7                 73.5
     Net liabilities of discontinued operations..............................           188.4                165.2
     Deferred income taxes...................................................         1,592.1              1,140.1
     Current portion of long-term debt.......................................           122.0                113.5
                                                                                  -----------          -----------
         Total current liabilities...........................................         3,430.9              3,092.6
                                                                                  -----------          -----------
  LONG-TERM DEBT, less current portion.......................................         6,168.7              5,464.2
                                                                                  -----------          -----------
  DEFERRED INCOME TAXES......................................................         1,697.1              1,500.1
                                                                                  -----------          -----------
  MINORITY INTEREST AND OTHER................................................           840.3                834.0
                                                                                  -----------          -----------
  COMMITMENTS AND CONTINGENCIES
  COMMON EQUITY PUT OPTIONS..................................................           111.2                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, 547,786 and 540,690 at redemption value.......................           547.8                540.7      
     Class A special common stock, $1 par value -authorized,                                                            
       2,500,000,000  shares; issued, 699,483,529 and 698,395,170............           699.5                698.4      
     Class A common stock, $1 par value - authorized,                                                                   
       200,000,000 shares; issued, 31,499,438 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......................................................         2,941.4              2,941.7
     Accumulated deficit.....................................................        (1,416.8)            (1,488.2)
     Unrealized gains on marketable securities...............................         2,185.3              1,049.5
     Cumulative translation adjustments......................................            (1.3)                 0.2
                                                                                  -----------          -----------
         Total stockholders' equity..........................................         5,028.7              3,815.3
                                                                                  -----------          -----------
                                                                                    $17,276.9            $14,817.4
                                                                                  ===========          ===========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                            (Amounts in millions, except per share data)
                                                                                  Three Months Ended March 31,
                                                                                        1999           1998
                                                                                      ---------      ---------
  <S>                                                                                <C>            <C>   
  REVENUES
      Service income.........................................................            $724.4         $709.8
      Net sales from electronic retailing....................................             649.6          544.6
                                                                                      ---------      ---------
                                                                                        1,374.0        1,254.4
                                                                                      ---------      ---------
  COSTS AND EXPENSES
      Operating..............................................................             373.6          387.2
      Cost of goods sold from electronic retailing...........................             390.5          332.4
      Selling, general and administrative....................................             184.8          186.1
      Depreciation...........................................................             116.6          117.1
      Amortization...........................................................             121.9          122.2
                                                                                      ---------      ---------
                                                                                        1,187.4        1,145.0
                                                                                      ---------      ---------
  OPERATING INCOME...........................................................             186.6          109.4
  
  OTHER (INCOME) EXPENSE
      Interest expense.......................................................             111.2          120.4
      Investment (income) expense............................................            (127.8)           1.6
      Equity in net (income) losses of affiliates............................              (1.1)         129.5
      Gain from equity offering of affiliate.................................                            (59.6)
      Other..................................................................              (0.2)          (2.7)
                                                                                      ---------      ---------
                                                                                          (17.9)         189.2
                                                                                      ---------      ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      INCOME TAX EXPENSE, MINORITY INTEREST AND
      EXTRAORDINARY ITEMS....................................................             204.5          (79.8)
  
  INCOME TAX EXPENSE.........................................................              87.4            6.4
                                                                                      ---------      ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      MINORITY INTEREST AND EXTRAORDINARY ITEMS..............................             117.1          (86.2)
  
  MINORITY INTEREST..........................................................              15.3          (17.2)
                                                                                      ---------      ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      EXTRAORDINARY ITEMS....................................................             101.8          (69.0)
  
  LOSS FROM DISCONTINUED OPERATIONS, net of income tax
      benefit of $11.9 and $5.8..............................................              20.1            9.9
                                                                                      ---------      ---------
  INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS...................................              81.7          (78.9)
  
  EXTRAORDINARY ITEMS........................................................              (0.7)
                                                                                      ---------      ---------
  NET INCOME (LOSS)..........................................................              81.0          (78.9)
  
  PREFERRED DIVIDENDS........................................................              (7.5)          (7.1)
                                                                                      ---------      ---------
  NET INCOME (LOSS) FOR COMMON STOCKHOLDERS..................................             $73.5         ($86.0)
                                                                                      =========      =========
  ACCUMULATED DEFICIT
      Beginning of period....................................................         ($1,488.2)     ($2,415.9)
      Net income (loss)......................................................              81.0          (78.9)
      Common dividends - $.012 per share in 1998.............................                             (8.5)
      Retirement of common stock.............................................              (9.6)
                                                                                      ---------      ---------
      End of period..........................................................         ($1,416.8)     ($2,503.3)
                                                                                      =========      =========
  BASIC EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
      Income (loss) from continuing operations before extraordinary items....              $.13          ($.11)
      Loss from discontinued operations......................................              (.03)          (.01)
      Extraordinary items....................................................
                                                                                      ---------      ---------
         Net income (loss)...................................................              $.10          ($.12)
                                                                                      =========      =========
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................             741.4          716.2
                                                                                      =========      =========
  DILUTED EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
      Income (loss) from continuing operations before extraordinary items....              $.12          ($.11)
      Loss from discontinued operations......................................              (.02)          (.01)
      Extraordinary items....................................................
                                                                                      ---------      ---------
         Net income (loss)...................................................              $.10          ($.12)
                                                                                      =========      =========
  DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...............             814.9          716.2
                                                                                      =========      =========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                          (Dollars in millions)
                                                                                      Three Months Ended March 31,
                                                                                         1999             1998
                                                                                      ---------        ---------
  <S>                                                                                <C>             <C>    
  OPERATING ACTIVITIES
     Net income (loss)........................................................            $81.0           ($78.9)
     Adjustments to reconcile  net income (loss) to net cash provided 
      by operating activities from continuing operations:
       Depreciation...........................................................            116.6            117.1
       Amortization...........................................................            121.9            122.2
       Non-cash interest expense, net.........................................             (1.4)            12.3
       Equity in net (income) losses of affiliates............................             (1.1)           129.5
       Gain from equity offering of affiliate.................................                             (59.6)
       Non-cash investment (income) expense, net..............................           (101.2)            18.0
       Minority interest......................................................             15.3            (17.2)
       Loss from discontinued operations......................................             20.1              9.9
       Extraordinary items....................................................              0.7
       Deferred income taxes and other........................................             25.3            (40.3)
                                                                                      ---------        ---------
                                                                                          277.2            213.0
       Changes in working capital.............................................             23.1             69.6
                                                                                      ---------        ---------
             Net cash provided by operating activities 
                 from continuing operations ..................................            300.3            282.6
                                                                                      ---------        ---------
  FINANCING ACTIVITIES
     Proceeds from borrowings.................................................            778.3            965.2
     Retirement and repayment of debt.........................................            (66.4)          (736.8)
     (Repurchase) issuance of common stock, net...............................             (3.5)             5.8
     Dividends................................................................             (9.0)            (8.9)
     Deferred financing costs.................................................            (14.4)            (0.3)
                                                                                      ---------        ---------
             Net cash provided by financing activities 
                 from continuing operations ..................................            685.0            225.0
                                                                                      ---------        ---------
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired.......................................                            (136.9)
     (Purchases of) proceeds from sales of short-term investments, net........            (40.6)           132.0
     Investments..............................................................           (116.4)           (58.3)
     Proceeds from sales of investments.......................................             50.7
     Proceeds from sales of call options......................................                              20.7
     Capital expenditures.....................................................           (122.4)          (194.7)
     Additions to deferred charges............................................            (78.6)           (18.9)
     Other....................................................................                              (0.2)
                                                                                      ---------        ---------
             Net cash used in investing activities 
                 from continuing operations. .................................           (307.3)          (256.3)
                                                                                      ---------        ---------
  INCREASE IN CASH AND CASH EQUIVALENTS - CONTINUING OPERATIONS...............            678.0            251.3
  CASH AND CASH EQUIVALENTS, beginning of period..............................            870.7            409.1
                                                                                      ---------        ---------
  CASH AND CASH EQUIVALENTS, end of period....................................         $1,548.7           $660.4
                                                                                      =========        =========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 March 31, 1999 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 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 March 31, 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 results of operations  for the period ended March 31, 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 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 issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
       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 MARCH 31, 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 three months ended March 31, 1999 and 1998,
       respectively.
  
  <TABLE>
  <CAPTION>
                                                                    (Amounts in millions, except per share data)
                                                                                 Three Months Ended
                                                                                     March 31,
                                                                             1999                 1998
                                                                           ---------            ---------
  <S>                                                                     <C>                 <C>    
       Net income (loss) for common stockholders........................       $73.5               ($86.0)
       Preferred dividends..............................................         7.5
                                                                           ---------            ---------
       Net income (loss) for common stockholders used for
         Diluted EPS....................................................       $81.0               ($86.0)
                                                                           =========            =========
       Basic weighted average number of common shares outstanding.......       741.4                716.2
       Dilutive securities:
         Series A and B convertible preferred stock.....................        45.2
         Stock option and restricted stock plans........................        28.3
                                                                           ---------            ---------
       Diluted weighted average number of common shares
         outstanding....................................................       814.9                716.2
                                                                           =========            =========
       Diluted earnings (loss) for common stockholders
         per common share...............................................        $.10                ($.12)
                                                                           =========            =========
  </TABLE>
  
       Put  options  sold by the  Company  on 5.5  million  shares  of its Class A
       Special Common stock (see Note 6) were outstanding  during the three months
       ended March 31, 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 period.
  
       For the three months ended March 31, 1998, the Company's  potential  common
       shares  of 86.6  million  shares  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
  
       AT&T Agreement
       On May 4,  1999,  the  Company  and AT&T  Corp.  ("AT&T")  entered  into an
       agreement  (the "AT&T  Agreement")  pursuant  to which the Company and AT&T
       agreed to exchange  various  cable  systems  (the  "System  Exchanges")  to
       improve each company's geographic clustering of systems. 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
       System Exchanges.  The Company will pay for the net subscribers acquired in
       connection  with the 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 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  determined  based upon the average  trading price
       during the 20-day trading period beginning June 3, 1999.
  
                                          6
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       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 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 the  first
       quarter of 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.
       On March 22,  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.  On April 22, 1999,
       AT&T 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.
  
       Acquisition of 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, Inc. ("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.  After closing, the
       Company  controls  approximately  37% of the economic and 47% 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  acquisition was funded with available
       cash and cash equivalents. Jones Intercable is a public company, which upon
       closing  of  certain  pending  transactions,   will  own  or  manage  cable
       operations serving approximately 1.0 million customers.
  
       Acquisition of Greater Philadelphia Cablevision
       In  February  1999,  the  Company  agreed to acquire  Greater  Philadelphia
       Cablevision, Inc, a subsidiary of Greater Media, Inc. that operates a cable
       system  serving   approximately   79,000   subscribers   in   Philadelphia,
       Pennsylvania.  The Company will issue  approximately  8.4 million shares of
       its  Class  A  Special  Common  Stock  to  complete  the  acquisition.  The
       acquisition is expected to close in the fourth quarter of 1999,  subject to
       receipt of all necessary regulatory and other approvals.
  
                                          7
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Sale of Comcast Cellular
       In January  1999,  the Company  agreed to sell its  indirect  wholly  owned
       subsidiary, Comcast Cellular, to SBC Communications, Inc. for approximately
       $400 million in cash and the  assumption of  approximately  $1.3 billion of
       Comcast  Cellular  debt. As of March 31, 1999,  Comcast  Cellular  provides
       telephone  communications  services  pursuant  to  licenses  granted by the
       Federal  Communications  Commission to more than 862,000 subscribers in and
       around the City of  Philadelphia,  the State of Delaware and a  significant
       portion of the State of New  Jersey.  Revenues  for Comcast  Cellular  were
       $109.8 million and $105.4 million for the three months ended March 31, 1999
       and 1998,  respectively.  The sale of Comcast Cellular is expected to close
       in the second  quarter  of 1999  subject  to the  receipt of all  necessary
       regulatory and other approvals.
  
       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, the Company will
       lend Prime  approximately  $735  million in the form of a 6% ten year note,
       expected to occur in the third quarter of 1999. In return, the Company will
       receive a  convertible  note giving the Company the right 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 occur in the third  quarter of 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.
  
  4.   INVESTMENTS
  
  <TABLE>
  <CAPTION>
                                                                                 March 31,       December 31,
                                                                                    1999             1998
                                                                                 ----------     --------------
                                                                                    (Dollars in millions)
  <S>                                                                            <C>              <C>    
             Equity method...............................................             $13.2            $11.1
             Fair value method...........................................           6,043.6          4,170.0
             Cost method.................................................             100.1             74.7
                                                                                 ----------       ----------
                    Total investments....................................           6,156.9          4,255.8
             Less current investments....................................           4,978.4          3,653.4
                                                                                 ----------       ----------
             Non-current investments.....................................          $1,178.5           $602.4
                                                                                 ==========       ==========
  </TABLE>
  
       Equity Method
       The Company records its proportionate interests in the net income (loss) of
       substantially  all of its equity method  investees three months in arrears.
       The Company's recorded  investments  exceed its proportionate  interests in
       the book value of the  investees'  net assets by $81.3  million as of March
       31,  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  $203.9  million and $215.3
       million as of March 31, 1999 and December 31, 1998, respectively.
  
                                          8
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized financial  information for the three months ended March 31, 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 three  months  ended March 31, 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>     
       Three Months Ended March 31, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $141.2      $150.4       $57.3      $290.7      $639.6
           Operating, selling, general and
             administrative expenses...................      478.0       154.1        45.0       316.6       993.7
           Depreciation and amortization...............      122.7        48.0        19.7        29.1       219.5
           Operating loss..............................     (459.5)      (51.7)       (7.4)      (55.0)     (573.6)
           Net loss (1)................................     (559.4)      (72.5)      (30.1)      (72.6)     (734.6)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........     ($83.9)     ($10.6)     ($10.4)     ($22.6)    ($127.5)
           Amortization expense........................       (0.8)                   (0.2)       (1.0)       (2.0)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................     ($84.7)     ($10.6)     ($10.6)     ($23.6)    ($129.5)
                                                         =========   =========    ========    ========    ========
  <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 three months ended March 31,
       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 March 31, 1999 and December 31, 1998, the Company
       has recorded its investment in AT&T at its estimated fair value.
  
       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 March 31, 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 $2.682 billion and $2.555 billion
       as of March 31, 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 $6.044  billion  and $4.170  billion as of
       March 31, 1999 and December 31, 1998, respectively.  The unrealized pre-tax
       gains as of March 31,  1999 and  December  31,  1998 of $3.362  billion and
       $1.615 billion, respectively, have been reported in the Company's condensed
  
                                          9
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       consolidated  balance sheet as a component of stockholders'  equity, net of
       related  deferred  income tax expense of $1.177 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  three  months  ended  March  31,  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 three months ended March 31,
       1999 and 1998, the Company  recorded  pre-tax  investment  expense of $51.4
       million and $14.6 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 three  months  ended  March 31,  1999,  the  Company  recorded a
       pre-tax  loss of $35.3  million on certain  of its  investments  based on a
       decline in value that was  considered  other than  temporary.  Such pre-tax
       loss is 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  13.05  million (as adjusted for AT&T's
       3-for-2   stock  split  in  April  1999)  3.35%   Exchangeable   Extendable
       Subordinated  Debentures  due 2029 (the  "PHONES")  for gross  proceeds  of
       $718.3  million.  The PHONES  mature on May 15,  2029,  unless  extended as
       described below. 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. If the current market
       value of AT&T common stock is greater than 150% of the principal  amount of
       the PHONES on May 15, 2029, the maturity will be extended to May 15, 2059.
  
       Prior to maturity,  each PHONES is exchangeable  at the holders option,  at
       any time after  March 11,  2000,  for an amount of cash equal to 95% of the
       market  value of AT&T  common  stock.  If the  maturity  of the  PHONES  is
       extended to 2059, the early exchange ratio will be increased to 100%. Prior
       to  maturity,  the  Company  may  redeem  all of the PHONES at a per PHONES
       premium (as adjusted for AT&T's  3-for-2  stock split in April 1999) of (a)
       $2.47687 if redeemed  prior to May 15, 2000, (b) $1.65125 if redeemed prior
       to May 15,  2001,  (c) $0.82563 if redeemed  prior to May 15, 2002,  or (d)
       zero if redeemed on or after May 15, 2002.
  
       Interest  on the PHONES is payable  quarterly  (subject  to deferral at the
       Company's option) equal to 1.75% per year of the original principal amount,
       plus the  amount of the  quarterly  cash  dividend  paid on a share of AT&T
       common stock (1.60% as of the issuance date).  The principal  amount of the
       PHONES  will be adjusted if AT&T  changes the  dividend  paid on its common
       stock or if there are  special  distributions  on or in respect of the AT&T
       common stock.
  
                                         10
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The PHONES are unsecured, subordinated obligations ranking equally with all
       of  the  Company's   existing  and  future   subordinated  debt  and  trade
       obligations.
  
       The PHONES are being accounted for as an indexed debt instrument  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 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).
  
       Interest Rates
       As of March  31,  1999 and  December  31,  1998,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 7.16%
       and 7.71%, respectively.
  
       Lines of Credit
       As of March 31, 1999, certain  subsidiaries of the Company had unused lines
       of credit of $913.5  million,  $313.5 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 three months ended March
       31, 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.
       The 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 April through  September  1999. The amount the Company would be
       obligated to pay to repurchase  such shares if all  outstanding put options
       were  exercised,  totaling  $111.2  million,  has  been  reclassified  to a
       temporary equity account in the Company's  condensed  consolidated  balance
       sheet as of March 31, 1999 and December 31, 1998.
  
       Comprehensive Income (Loss)
       Total comprehensive income (loss) for the three months ended March 31, 1999
       and 1998  was  $1.215  billion  and  ($6.7)  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.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made cash  payments  for  interest of $56.4  million and $60.4
       million   during  the  three   months   ended  March  31,  1999  and  1998,
       respectively.
  
       The Company made cash  payments for income taxes of $18.9 million and $14.9
       million   during  the  three   months   ended  March  31,  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.
  
                                         11
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (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>     
  Three Months Ended March 31, 1999
  Revenues, net...........................        $604.8         $649.6        $119.6      $1,374.0
  Operating income before depreciation
      and amortization (2)................         280.5          130.9          13.7         425.1
  Depreciation and amortization...........         194.2           28.4          15.9         238.5
  Operating income (loss).................          86.3          102.5          (2.2)        186.6
  Interest expense........................          65.7           10.4          35.1         111.2
  Capital expenditures....................         105.6           11.0           5.8         122.4
  
  As of March 31, 1999
  Assets..................................      $6,368.9       $2,190.5      $8,717.5     $17,276.9
  Long-term debt, less current portion....       3,462.2          571.8       2,134.7       6,168.7
  
  Three Months Ended March 31, 1998
  Revenues, net...........................        $541.2         $544.6        $168.6      $1,254.4
  Operating income before depreciation
      and amortization (2)................         249.4           95.1           4.2         348.7
  Depreciation and amortization...........         161.9           29.5          47.9         239.3
  Operating income (loss).................          87.5           65.6         (43.7)        109.4
  Interest expense........................          53.5           13.3          53.6         120.4
  Capital expenditures....................         140.3           19.5          34.9         194.7
  <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)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used  as  one  of the  bases  for  comparing  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 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>
  
                                         12
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 January  1999, we agreed to sell our indirect  wholly owned  subsidiary,
  Comcast Cellular Corporation ("Comcast Cellular"),  to SBC Communications,  Inc.
  for approximately  $400 million in cash and the assumption of approximately $1.3
  billion of Comcast  Cellular  debt. We expect to recognize a pre-tax gain on the
  sale of  approximately  $600  million.  We expect to  complete  this sale in the
  second  quarter of 1999 if we receive  all the  necessary  regulatory  and other
  approvals. The results of Comcast Cellular have been presented as a discontinued
  operation in our condensed consolidated financial statements.
  
  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 March 31,
  1999 were $6.527 billion.  As of March 31, 1999, our cash, cash  equivalents and
  short-term  investments  include $4.920 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 March 31,  1999,  $346.9  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 March 31, 1999 and December 31, 1998, our long-term  debt,  including
  current portion, was $6.291 billion and $5.578 billion,  respectively,  of which
  16.9% 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.
  
                                         13
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
       Year 2000 Issue
  
       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  March  31,  1999,  we are in the  Testing  Phase  of our  Year  2000
  remediation  program and have entered the  Implementation  Phase with respect to
  certain  of  our  key  systems.   Through  March  31,  1999,  we  have  incurred
  approximately $6.0 million in connection with our Year 2000 remediation program.
  We estimate that we will incur between  approximately $10 million to $16 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 third quarter of 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.
  
                                         14
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  Statement of Cash Flows
  
       Cash and cash  equivalents  increased  $678.0  million as of March 31, 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  $300.3  million  for the three  months  ended  March 31,  1999 due
  principally to 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 $685.0 million for the three months
  ended March 31, 1999.  During the three months ended March 31, 1999,we  borrowed
  $778.3  million,  consisting  primarily of $718.3 million of 3.35%  Exchangeable
  Extendable  Subordinated  Debentures due 2029 (the  "PHONES").  During the three
  months ended March 31, 1999, we repaid $66.4  million of our long-term  debt. In
  addition,  during the three months ended March 31, 1999, we had net  repurchases
  of $3.5 million of our common  stock and we paid cash  dividends of $9.0 million
  on our common stock and Series A Preferred  Stock.  Deferred  financing costs of
  $14.4  million  were  incurred  during the three  months ended March 31, 1999 in
  connection with the issuance of the PHONES.
  
       Net cash used in investing activities from continuing operations was $307.3
  million for the three months  ended March 31,  1999.  Net cash used in investing
  activities  includes  investments of $116.4  million,  capital  expenditures  of
  $122.4 million, additions to deferred charges of $78.6 million and net purchases
  of short-term  investments  of $40.6  million,  offset by proceeds from sales of
  investments of $50.7 million.
  
  
                                         15
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  Results of Operations
  
       Our  summarized  consolidated  financial  information  for the three months
  ended March 31, 1999 and 1998 is as follows  (dollars in millions,  "NM" denotes
  percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                   Three Months Ended
                                                                        March 31,         Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  <S>                                                              <C>         <C>           <C>            <C> 
  Revenues.....................................................    $1,374.0    $1,254.4      $119.6         9.5%
  Cost of goods sold from electronic retailing.................       390.5       332.4        58.1        17.5
  Operating, selling, general and administrative expenses......       558.4       573.3       (14.9)       (2.6)
                                                                  ---------   ---------
  Operating income before depreciation and
     amortization (1) .........................................       425.1       348.7        76.4        21.9
  Depreciation.................................................       116.6       117.1        (0.5)       (0.4)
  Amortization.................................................       121.9       122.2        (0.3)       (0.2)
                                                                  ---------   ---------
  Operating income.............................................       186.6       109.4        77.2        70.6
                                                                  ---------   ---------
  Interest expense.............................................       111.2       120.4        (9.2)       (7.6)
  Investment (income) expense..................................      (127.8)        1.6       129.4          NM
  Equity in net (income) losses of affiliates..................        (1.1)      129.5      (130.6)         NM
  Gain from equity offering of affiliate.......................                   (59.6)      (59.6)         NM
  Other income.................................................        (0.2)       (2.7)       (2.5)      (92.6)
  Income tax expense...........................................        87.4         6.4        81.0          NM
  Minority interest............................................        15.3       (17.2)       32.5          NM
                                                                  ---------   ---------
  Income (loss) from continuing operations before
     extraordinary items.......................................      $101.8      ($69.0)     $170.8          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 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 our
       performance.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  </FN>
  </TABLE>
  
                                         16
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  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>
                                                                    Three Months Ended
                                                                         March 31,                Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  <S>                                                              <C>         <C>           <C>          <C>  
  Service income...............................................       $604.8      $541.2        $63.6        11.8%
  Operating, selling, general and
       administrative expenses.................................        324.3       291.8         32.5        11.1
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $280.5      $249.4        $31.1        12.5%
                                                                   =========   =========    =========    ========
  <FN>
  ---------------
  (a) See footnote (1) on page 16.
  </FN>
  </TABLE>
  
       Of the $63.6 million  increase in service income for the three month period
  from  1998  to  1999,  $13.4  million  is  attributable  to the  effects  of the
  acquisitions of cable  communications  systems,  $6.7 million is attributable to
  subscriber  growth,  $24.9 million relates to changes in rates,  $5.0 million is
  attributable to growth in cable  advertising  sales and $13.6 million relates to
  other product offerings (e.g., digital cable, high speed data services, etc.).
  
       Of  the  $32.5  million  increase  in  operating,   selling,   general  and
  administrative  expenses  for the three  month  period  from 1998 to 1999,  $7.3
  million  is   attributable   to  the  effects  of  the   acquisitions  of  cable
  communications systems, $9.5 million is attributable to an increase in the costs
  of cable  programming  as a result of  changes in rates,  subscriber  growth and
  additional  channel  offerings,  $1.3  million  is  attributable  to  growth  in
  advertising sales and $14.4 million results 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.
  
  
                                         17
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 of ours (dollars in millions):
  
  
  <TABLE>
  <CAPTION>
                                                                    Three Months Ended
                                                                         March 31,                Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  <S>                                                              <C>         <C>          <C>           <C>  
  Net sales from electronic retailing..........................       $649.6      $544.6       $105.0        19.3%
  Cost of goods sold from electronic retailing.................        390.5       332.4         58.1        17.5
  Operating, selling, general and administrative
       expenses................................................        128.2       117.1         11.1         9.5
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $130.9       $95.1        $35.8        37.6%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         39.9%       39.0%
                                                                   =========   =========
  <FN>
  ---------------
  (a) See footnote (1) on page 16.
  </FN>
  </TABLE>
  
       The increase in net sales from  electronic  retailing of $105.0 million for
  the three month  period  from 1998 to 1999 is due to the effects of 4.2%,  10.8%
  and 42.2% increases in the average number of homes receiving QVC services in the
  United States ("US"), United Kingdom ("UK") and Germany, respectively, and 8.6%,
  18.3% and  87.7%  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  $11.1  million  increase  in  operating,   selling,   general  and
  administrative  expenses  for the three  month  period  from 1998 to 1999,  $8.6
  million is attributable to higher variable costs associated with the increase in
  sales volume. The remaining increase is attributable to personnel and facilities
  based  costs  associated  with  Studio  Park,  QVC's   production,   studio  and
  administrative facility and expansion in the 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
  decreases in depreciation expense,  amortization  expense,  interest expense and
  other income for the three month period from 1998 to 1999 was  primarily  due to
  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
  
       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
  
                                         18
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  held by us. As a result of the exchange,  we recognized a pre-tax gain of $187.6
  million  during  the  three  months  ended  March  31,  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 three
  months ended March 31, 1999 and 1998, we recorded pre-tax  investment expense of
  $51.4 million and $14.6 million,  respectively,  related to changes in the value
  of the call options and settlement of the TCI and TCI Ventures call options.
  
       During the three months ended March 31, 1999, we recorded a pre-tax loss of
  $35.3 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 three months ended
  March 31, 1998. We recorded our proportionate share of Teleport's net losses one
  quarter in arrears.
  
       Income Tax Expense
  
       The $81.0 million increase in income tax expense for the three month period
  from 1998 to 1999 is  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 $32.5 million increase in minority interest expense for the three month
  period from 1998 to 1999 is primarily attributable to the effects of the sale of
  Comcast  UK Cable in  October  1998 and the  increase  in QVC net income for the
  three months ended March 31, 1999 as compared to the prior year period.
  
       For the three  months  ended March 31,  1999 and 1998,  our  earnings  from
  continuing  operations (net income (loss) from continuing operations plus income
  tax  expense  (benefit),  equity in net  (income)  losses of  affiliates,  fixed
  charges  (interest  expense) and  extraordinary  items) were $299.3  million and
  $187.3  million,  respectively.  Such  earnings were adequate to cover our fixed
  charges of $111.2  million and $120.4  million for the three  months ended March
  31, 1999 and 1998, respectively. Fixed charges include non-cash interest expense
  of $0.5 million and $14.4  million for the three months ended March 31, 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.
  
                                         19
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            3.1    Amended and Restated By-Laws, effective March 4, 1999.
  
            10.1   Agreement and Plan of Merger dated as of March 22, 1999 between
                   Comcast  Corporation and MediaOne Group, Inc.  (incorporated by
                   reference  to  Exhibit  2.1 to our  Current  Report on Form 8-K
                   filed on March 24, 1999).
  
            10.2*  Comcast Corporation 1997 Deferred Stock Option Plan, as amended
                   and restated, effective January 27, 1999.
  
            10.3*  Comcast  Corporation  1996 Stock  Option  Plan,  as amended and
                   restated, effective March 3, 1999.
  
            10.4*  Comcast Corporation 1996 Deferred Compensation Plan, as amended
                   and restated, effective March 3, 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 January
                   21,  1999  relating  to our  announcement  that we  would  sell
                   Comcast   Cellular   Corporation,   an  indirect  wholly  owned
                   subsidiary of ours, to SBC Communications, Inc.
  
            (ii)   We filed a Current Report on Form 8-K under Item 5 on March 11,
                   1999  to file  the tax  opinion  and the  Form of  Supplemental
                   Indenture as exhibits to our preliminary  prospectus supplement
                   filed on March 9, 1999.
  
            (iii)  We filed a Current Report on Form 8-K under Item 5 on March 16,
                   1999 to file the Form of Exchangeable  Extendable  Subordinated
                   Debentures due 2029 as an exhibit to our prospectus  supplement
                   filed on March 15, 1999.
  
            (iv)   We filed a Current Report on Form 8-K under Item 5 on March 24,
                   1999 relating to our  announcement  that we had entered into an
                   Agreement and Plan of Merger with MediaOne Group, Inc.
  
  ----------------
  *    Constitutes a management contract or compensatory plan or arrangement.
  
                                         20
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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: May 14, 1999
  
  
                                         21
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                   MARCH 31, 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 March 31, 1999,  there were  699,483,529  shares of Class A Special Common
  Stock, 31,499,438 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 MARCH 31, 1999
  
                                  TABLE OF CONTENTS
                                                                             Page
                                                                            Number
  PART I.   FINANCIAL INFORMATION
  
            ITEM 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1999 and December 31,
                      1998 (Unaudited)..........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31,
                      1999 and 1998 (Unaudited).................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31,
                      1999 and 1998 (Unaudited).................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).....................5 - 12
  
            ITEM 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations..........................................13 - 19
  
  PART II.  OTHER INFORMATION
  
            ITEM 1.   Legal Proceedings........................................20
  
            ITEM 6.   Exhibits and Reports on Form 8-K.........................20
  
  SIGNATURE....................................................................21
  
                         -----------------------------------
  
       This Quarterly  Report on Form 10-Q is for the three months ended March 31,
  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 MARCH 31, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in millions, except share data)
                                                                                   March 31,            December 31 
                                                                                      1999                 1998,
                                                                                  -----------          -----------
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents...............................................        $1,548.7               $870.7
     Investments.............................................................         4,978.4              3,653.4
     Accounts receivable, less allowance for doubtful     
       accounts of $123.8 and $120.7.........................................           487.8                549.3      
     Inventories, net........................................................           321.4                343.8
     Other current assets....................................................           202.8                207.1
                                                                                  -----------          -----------
         Total current assets................................................         7,539.1              5,624.3
                                                                                  -----------          -----------
  INVESTMENTS................................................................         1,178.5                602.4
                                                                                  -----------          -----------
  PROPERTY AND EQUIPMENT.....................................................         3,910.6              3,886.7
     Accumulated depreciation................................................        (1,427.3)            (1,362.3)
                                                                                  -----------          -----------
     Property and equipment, net.............................................         2,483.3              2,524.4
                                                                                  -----------          -----------
  DEFERRED CHARGES...........................................................         8,305.5              8,214.5
     Accumulated amortization................................................        (2,229.5)            (2,148.2)
                                                                                  -----------          -----------
     Deferred charges, net...................................................         6,076.0              6,066.3
                                                                                  -----------          -----------
                                                                                    $17,276.9            $14,817.4
                                                                                  ===========          ===========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...................................        $1,399.7             $1,600.3
     Accrued interest........................................................           128.7                 73.5
     Net liabilities of discontinued operations..............................           188.4                165.2
     Deferred income taxes...................................................         1,592.1              1,140.1
     Current portion of long-term debt.......................................           122.0                113.5
                                                                                  -----------          -----------
         Total current liabilities...........................................         3,430.9              3,092.6
                                                                                  -----------          -----------
  LONG-TERM DEBT, less current portion.......................................         6,168.7              5,464.2
                                                                                  -----------          -----------
  DEFERRED INCOME TAXES......................................................         1,697.1              1,500.1
                                                                                  -----------          -----------
  MINORITY INTEREST AND OTHER................................................           840.3                834.0
                                                                                  -----------          -----------
  COMMITMENTS AND CONTINGENCIES
  COMMON EQUITY PUT OPTIONS..................................................           111.2                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, 547,786 and 540,690 at redemption value.......................           547.8                540.7      
     Class A special common stock, $1 par value -authorized,                                                            
       2,500,000,000  shares; issued, 699,483,529 and 698,395,170............           699.5                698.4      
     Class A common stock, $1 par value - authorized,                                                                   
       200,000,000 shares; issued, 31,499,438 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......................................................         2,941.4              2,941.7
     Accumulated deficit.....................................................        (1,416.8)            (1,488.2)
     Unrealized gains on marketable securities...............................         2,185.3              1,049.5
     Cumulative translation adjustments......................................            (1.3)                 0.2
                                                                                  -----------          -----------
         Total stockholders' equity..........................................         5,028.7              3,815.3
                                                                                  -----------          -----------
                                                                                    $17,276.9            $14,817.4
                                                                                  ===========          ===========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in millions, except per share data)
                                                                                  Three Months Ended March 31,
                                                                                        1999           1998
                                                                                      ---------      ---------
  REVENUES
      Service income.........................................................            $724.4         $709.8
      Net sales from electronic retailing....................................             649.6          544.6
                                                                                      ---------      ---------
                                                                                        1,374.0        1,254.4
                                                                                      ---------      ---------
  COSTS AND EXPENSES
      Operating..............................................................             373.6          387.2
      Cost of goods sold from electronic retailing...........................             390.5          332.4
      Selling, general and administrative....................................             184.8          186.1
      Depreciation...........................................................             116.6          117.1
      Amortization...........................................................             121.9          122.2
                                                                                      ---------      ---------
                                                                                        1,187.4        1,145.0
                                                                                      ---------      ---------
  OPERATING INCOME...........................................................             186.6          109.4
  
  OTHER (INCOME) EXPENSE
      Interest expense.......................................................             111.2          120.4
      Investment (income) expense............................................            (127.8)           1.6
      Equity in net (income) losses of affiliates............................              (1.1)         129.5
      Gain from equity offering of affiliate.................................                            (59.6)
      Other..................................................................              (0.2)          (2.7)
                                                                                      ---------      ---------
                                                                                          (17.9)         189.2
                                                                                      ---------      ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      INCOME TAX EXPENSE, MINORITY INTEREST AND
      EXTRAORDINARY ITEMS....................................................             204.5          (79.8)
  
  INCOME TAX EXPENSE.........................................................              87.4            6.4
                                                                                      ---------      ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      MINORITY INTEREST AND EXTRAORDINARY ITEMS..............................             117.1          (86.2)
  
  MINORITY INTEREST..........................................................              15.3          (17.2)
                                                                                      ---------      ---------
  INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
      EXTRAORDINARY ITEMS....................................................             101.8          (69.0)
  
  LOSS FROM DISCONTINUED OPERATIONS, net of income tax
      benefit of $11.9 and $5.8..............................................              20.1            9.9
                                                                                      ---------      ---------
  INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS...................................              81.7          (78.9)
  
  EXTRAORDINARY ITEMS........................................................              (0.7)
                                                                                      ---------      ---------
  NET INCOME (LOSS)..........................................................              81.0          (78.9)
  
  PREFERRED DIVIDENDS........................................................              (7.5)          (7.1)
                                                                                      ---------      ---------
  NET INCOME (LOSS) FOR COMMON STOCKHOLDERS..................................             $73.5         ($86.0)
                                                                                      =========      =========
  ACCUMULATED DEFICIT
      Beginning of period....................................................         ($1,488.2)     ($2,415.9)
      Net income (loss)......................................................              81.0          (78.9)
      Common dividends - $.012 per share in 1998.............................                             (8.5)
      Retirement of common stock.............................................              (9.6)
                                                                                      ---------      ---------
      End of period..........................................................         ($1,416.8)     ($2,503.3)
                                                                                      =========      =========
  BASIC EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
      Income (loss) from continuing operations before extraordinary items....              $.13          ($.11)
      Loss from discontinued operations......................................              (.03)          (.01)
      Extraordinary items....................................................
                                                                                      ---------      ---------
         Net income (loss)...................................................              $.10          ($.12)
                                                                                      =========      =========
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................             741.4          716.2
                                                                                      =========      =========
  DILUTED EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
      Income (loss) from continuing operations before extraordinary items....              $.12          ($.11)
      Loss from discontinued operations......................................              (.02)          (.01)
      Extraordinary items....................................................
                                                                                      ---------      ---------
         Net income (loss)...................................................              $.10          ($.12)
                                                                                      =========      =========
  DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...............             814.9          716.2
                                                                                      =========      =========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                      Three Months Ended March 31,
                                                                                         1999             1998
                                                                                      ---------        ---------
  OPERATING ACTIVITIES
     Net income (loss)........................................................            $81.0           ($78.9)
     Adjustments to reconcile  net income (loss) to net cash provided 
      by operating activities from continuing operations:
       Depreciation...........................................................            116.6            117.1
       Amortization...........................................................            121.9            122.2
       Non-cash interest expense, net.........................................             (1.4)            12.3
       Equity in net (income) losses of affiliates............................             (1.1)           129.5
       Gain from equity offering of affiliate.................................                             (59.6)
       Non-cash investment (income) expense, net..............................           (101.2)            18.0
       Minority interest......................................................             15.3            (17.2)
       Loss from discontinued operations......................................             20.1              9.9
       Extraordinary items....................................................              0.7
       Deferred income taxes and other........................................             25.3            (40.3)
                                                                                      ---------        ---------
                                                                                          277.2            213.0
       Changes in working capital.............................................             23.1             69.6
                                                                                      ---------        ---------
             Net cash provided by operating activities 
                 from continuing operations ..................................            300.3            282.6
                                                                                      ---------        ---------
  FINANCING ACTIVITIES
     Proceeds from borrowings.................................................            778.3            965.2
     Retirement and repayment of debt.........................................            (66.4)          (736.8)
     (Repurchase) issuance of common stock, net...............................             (3.5)             5.8
     Dividends................................................................             (9.0)            (8.9)
     Deferred financing costs.................................................            (14.4)            (0.3)
                                                                                      ---------        ---------
             Net cash provided by financing activities 
                 from continuing operations ..................................            685.0            225.0
                                                                                      ---------        ---------
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired.......................................                            (136.9)
     (Purchases of) proceeds from sales of short-term investments, net........            (40.6)           132.0
     Investments..............................................................           (116.4)           (58.3)
     Proceeds from sales of investments.......................................             50.7
     Proceeds from sales of call options......................................                              20.7
     Capital expenditures.....................................................           (122.4)          (194.7)
     Additions to deferred charges............................................            (78.6)           (18.9)
     Other....................................................................                              (0.2)
                                                                                      ---------        ---------
             Net cash used in investing activities 
                 from continuing operations. .................................           (307.3)          (256.3)
                                                                                      ---------        ---------
  INCREASE IN CASH AND CASH EQUIVALENTS - CONTINUING OPERATIONS...............            678.0            251.3
  CASH AND CASH EQUIVALENTS, beginning of period..............................            870.7            409.1
                                                                                      ---------        ---------
  CASH AND CASH EQUIVALENTS, end of period....................................         $1,548.7           $660.4
                                                                                      =========        =========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 March 31, 1999 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 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 March 31, 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 results of operations  for the period ended March 31, 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 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 issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
       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 MARCH 31, 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 three months ended March 31, 1999 and 1998,
       respectively.
  (Amounts in millions, except per share data)
                                                                                 Three Months Ended
                                                                                     March 31,
                                                                             1999                 1998
                                                                           ---------            ---------
  Net income (loss) for common stockholders........................       $73.5               ($86.0)
       Preferred dividends..............................................         7.5
                                                                           ---------            ---------
       Net income (loss) for common stockholders used for
         Diluted EPS....................................................       $81.0               ($86.0)
                                                                           =========            =========
       Basic weighted average number of common shares outstanding.......       741.4                716.2
       Dilutive securities:
         Series A and B convertible preferred stock.....................        45.2
         Stock option and restricted stock plans........................        28.3
                                                                           ---------            ---------
       Diluted weighted average number of common shares
         outstanding....................................................       814.9                716.2
                                                                           =========            =========
       Diluted earnings (loss) for common stockholders
         per common share...............................................        $.10                ($.12)
                                                                           =========            =========
  Put  options  sold by the  Company  on 5.5  million  shares  of its Class A
       Special Common stock (see Note 6) were outstanding  during the three months
       ended March 31, 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 period.
  
       For the three months ended March 31, 1998, the Company's  potential  common
       shares  of 86.6  million  shares  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
  
       AT&T Agreement
       On May 4,  1999,  the  Company  and AT&T  Corp.  ("AT&T")  entered  into an
       agreement  (the "AT&T  Agreement")  pursuant  to which the Company and AT&T
       agreed to exchange  various  cable  systems  (the  "System  Exchanges")  to
       improve each company's geographic clustering of systems. 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
       System Exchanges.  The Company will pay for the net subscribers acquired in
       connection  with the 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 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  determined  based upon the average  trading price
       during the 20-day trading period beginning June 3, 1999.
  
                                          6
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       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 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 the  first
       quarter of 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.
       On March 22,  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.  On April 22, 1999,
       AT&T 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.
  
       Acquisition of 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, Inc. ("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.  After closing, the
       Company  controls  approximately  37% of the economic and 47% 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  acquisition was funded with available
       cash and cash equivalents. Jones Intercable is a public company, which upon
       closing  of  certain  pending  transactions,   will  own  or  manage  cable
       operations serving approximately 1.0 million customers.
  
       Acquisition of Greater Philadelphia Cablevision
       In  February  1999,  the  Company  agreed to acquire  Greater  Philadelphia
       Cablevision, Inc, a subsidiary of Greater Media, Inc. that operates a cable
       system  serving   approximately   79,000   subscribers   in   Philadelphia,
       Pennsylvania.  The Company will issue  approximately  8.4 million shares of
       its  Class  A  Special  Common  Stock  to  complete  the  acquisition.  The
       acquisition is expected to close in the fourth quarter of 1999,  subject to
       receipt of all necessary regulatory and other approvals.
  
                                          7
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Sale of Comcast Cellular
       In January  1999,  the Company  agreed to sell its  indirect  wholly  owned
       subsidiary, Comcast Cellular, to SBC Communications, Inc. for approximately
       $400 million in cash and the  assumption of  approximately  $1.3 billion of
       Comcast  Cellular  debt. As of March 31, 1999,  Comcast  Cellular  provides
       telephone  communications  services  pursuant  to  licenses  granted by the
       Federal  Communications  Commission to more than 862,000 subscribers in and
       around the City of  Philadelphia,  the State of Delaware and a  significant
       portion of the State of New  Jersey.  Revenues  for Comcast  Cellular  were
       $109.8 million and $105.4 million for the three months ended March 31, 1999
       and 1998,  respectively.  The sale of Comcast Cellular is expected to close
       in the second  quarter  of 1999  subject  to the  receipt of all  necessary
       regulatory and other approvals.
  
       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, the Company will
       lend Prime  approximately  $735  million in the form of a 6% ten year note,
       expected to occur in the third quarter of 1999. In return, the Company will
       receive a  convertible  note giving the Company the right 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 occur in the third  quarter of 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.
  
  4.   INVESTMENTS
  March 31,       December 31,
                                                                                    1999             1998
                                                                                 ----------     --------------
                                                                                    (Dollars in millions)
  Equity method...............................................             $13.2            $11.1
             Fair value method...........................................           6,043.6          4,170.0
             Cost method.................................................             100.1             74.7
                                                                                 ----------       ----------
                    Total investments....................................           6,156.9          4,255.8
             Less current investments....................................           4,978.4          3,653.4
                                                                                 ----------       ----------
             Non-current investments.....................................          $1,178.5           $602.4
                                                                                 ==========       ==========
  Equity Method
       The Company records its proportionate interests in the net income (loss) of
       substantially  all of its equity method  investees three months in arrears.
       The Company's recorded  investments  exceed its proportionate  interests in
       the book value of the  investees'  net assets by $81.3  million as of March
       31,  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  $203.9  million and $215.3
       million as of March 31, 1999 and December 31, 1998, respectively.
  
                                          8
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized financial  information for the three months ended March 31, 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 three  months  ended March 31, 1999 as such  investments  are no longer
       accounted for under the equity method (dollars in millions):
  Sprint                     UK
                                                            PCS      Teleport     Investees    Other      Combined
                                                         ---------   ---------    --------    --------    --------
  Three Months Ended March 31, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $141.2      $150.4       $57.3      $290.7      $639.6
           Operating, selling, general and
             administrative expenses...................      478.0       154.1        45.0       316.6       993.7
           Depreciation and amortization...............      122.7        48.0        19.7        29.1       219.5
           Operating loss..............................     (459.5)      (51.7)       (7.4)      (55.0)     (573.6)
           Net loss (1)................................     (559.4)      (72.5)      (30.1)      (72.6)     (734.6)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........     ($83.9)     ($10.6)     ($10.4)     ($22.6)    ($127.5)
           Amortization expense........................       (0.8)                   (0.2)       (1.0)       (2.0)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................     ($84.7)     ($10.6)     ($10.6)     ($23.6)    ($129.5)
                                                         =========   =========    ========    ========    ========
  --------
       (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 three months ended March 31,
       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 March 31, 1999 and December 31, 1998, the Company
       has recorded its investment in AT&T at its estimated fair value.
  
       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 March 31, 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 $2.682 billion and $2.555 billion
       as of March 31, 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 $6.044  billion  and $4.170  billion as of
       March 31, 1999 and December 31, 1998, respectively.  The unrealized pre-tax
       gains as of March 31,  1999 and  December  31,  1998 of $3.362  billion and
       $1.615 billion, respectively, have been reported in the Company's condensed
  
                                          9
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       consolidated  balance sheet as a component of stockholders'  equity, net of
       related  deferred  income tax expense of $1.177 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  three  months  ended  March  31,  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 three months ended March 31,
       1999 and 1998, the Company  recorded  pre-tax  investment  expense of $51.4
       million and $14.6 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 three  months  ended  March 31,  1999,  the  Company  recorded a
       pre-tax  loss of $35.3  million on certain  of its  investments  based on a
       decline in value that was  considered  other than  temporary.  Such pre-tax
       loss is 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  13.05  million (as adjusted for AT&T's
       3-for-2   stock  split  in  April  1999)  3.35%   Exchangeable   Extendable
       Subordinated  Debentures  due 2029 (the  "PHONES")  for gross  proceeds  of
       $718.3  million.  The PHONES  mature on May 15,  2029,  unless  extended as
       described below. 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. If the current market
       value of AT&T common stock is greater than 150% of the principal  amount of
       the PHONES on May 15, 2029, the maturity will be extended to May 15, 2059.
  
       Prior to maturity,  each PHONES is exchangeable  at the holders option,  at
       any time after  March 11,  2000,  for an amount of cash equal to 95% of the
       market  value of AT&T  common  stock.  If the  maturity  of the  PHONES  is
       extended to 2059, the early exchange ratio will be increased to 100%. Prior
       to  maturity,  the  Company  may  redeem  all of the PHONES at a per PHONES
       premium (as adjusted for AT&T's  3-for-2  stock split in April 1999) of (a)
       $2.47687 if redeemed  prior to May 15, 2000, (b) $1.65125 if redeemed prior
       to May 15,  2001,  (c) $0.82563 if redeemed  prior to May 15, 2002,  or (d)
       zero if redeemed on or after May 15, 2002.
  
       Interest  on the PHONES is payable  quarterly  (subject  to deferral at the
       Company's option) equal to 1.75% per year of the original principal amount,
       plus the  amount of the  quarterly  cash  dividend  paid on a share of AT&T
       common stock (1.60% as of the issuance date).  The principal  amount of the
       PHONES  will be adjusted if AT&T  changes the  dividend  paid on its common
       stock or if there are  special  distributions  on or in respect of the AT&T
       common stock.
  
                                         10
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The PHONES are unsecured, subordinated obligations ranking equally with all
       of  the  Company's   existing  and  future   subordinated  debt  and  trade
       obligations.
  
       The PHONES are being accounted for as an indexed debt instrument  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 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).
  
       Interest Rates
       As of March  31,  1999 and  December  31,  1998,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 7.16%
       and 7.71%, respectively.
  
       Lines of Credit
       As of March 31, 1999, certain  subsidiaries of the Company had unused lines
       of credit of $913.5  million,  $313.5 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 three months ended March
       31, 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.
       The 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 April through  September  1999. The amount the Company would be
       obligated to pay to repurchase  such shares if all  outstanding put options
       were  exercised,  totaling  $111.2  million,  has  been  reclassified  to a
       temporary equity account in the Company's  condensed  consolidated  balance
       sheet as of March 31, 1999 and December 31, 1998.
  
       Comprehensive Income (Loss)
       Total comprehensive income (loss) for the three months ended March 31, 1999
       and 1998  was  $1.215  billion  and  ($6.7)  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.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made cash  payments  for  interest of $56.4  million and $60.4
       million   during  the  three   months   ended  March  31,  1999  and  1998,
       respectively.
  
       The Company made cash  payments for income taxes of $18.9 million and $14.9
       million   during  the  three   months   ended  March  31,  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.
  
                                         11
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  9.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in millions)
  Cable       Electronic  Corporate and
                                             Communications   Retailing     Other (1)       Total
                                             --------------   ---------     ---------       -----
  Three Months Ended March 31, 1999
  Revenues, net...........................        $604.8         $649.6        $119.6      $1,374.0
  Operating income before depreciation
      and amortization (2)................         280.5          130.9          13.7         425.1
  Depreciation and amortization...........         194.2           28.4          15.9         238.5
  Operating income (loss).................          86.3          102.5          (2.2)        186.6
  Interest expense........................          65.7           10.4          35.1         111.2
  Capital expenditures....................         105.6           11.0           5.8         122.4
  
  As of March 31, 1999
  Assets..................................      $6,368.9       $2,190.5      $8,717.5     $17,276.9
  Long-term debt, less current portion....       3,462.2          571.8       2,134.7       6,168.7
  
  Three Months Ended March 31, 1998
  Revenues, net...........................        $541.2         $544.6        $168.6      $1,254.4
  Operating income before depreciation
      and amortization (2)................         249.4           95.1           4.2         348.7
  Depreciation and amortization...........         161.9           29.5          47.9         239.3
  Operating income (loss).................          87.5           65.6         (43.7)        109.4
  Interest expense........................          53.5           13.3          53.6         120.4
  Capital expenditures....................         140.3           19.5          34.9         194.7
  ---------------
  (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)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used  as  one  of the  bases  for  comparing  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 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.
  12
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 January  1999, we agreed to sell our indirect  wholly owned  subsidiary,
  Comcast Cellular Corporation ("Comcast Cellular"),  to SBC Communications,  Inc.
  for approximately  $400 million in cash and the assumption of approximately $1.3
  billion of Comcast  Cellular  debt. We expect to recognize a pre-tax gain on the
  sale of  approximately  $600  million.  We expect to  complete  this sale in the
  second  quarter of 1999 if we receive  all the  necessary  regulatory  and other
  approvals. The results of Comcast Cellular have been presented as a discontinued
  operation in our condensed consolidated financial statements.
  
  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 March 31,
  1999 were $6.527 billion.  As of March 31, 1999, our cash, cash  equivalents and
  short-term  investments  include $4.920 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 March 31,  1999,  $346.9  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 March 31, 1999 and December 31, 1998, our long-term  debt,  including
  current portion, was $6.291 billion and $5.578 billion,  respectively,  of which
  16.9% 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.
  
                                         13
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
       Year 2000 Issue
  
       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  March  31,  1999,  we are in the  Testing  Phase  of our  Year  2000
  remediation  program and have entered the  Implementation  Phase with respect to
  certain  of  our  key  systems.   Through  March  31,  1999,  we  have  incurred
  approximately $6.0 million in connection with our Year 2000 remediation program.
  We estimate that we will incur between  approximately $10 million to $16 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 third quarter of 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.
  
                                         14
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  Statement of Cash Flows
  
       Cash and cash  equivalents  increased  $678.0  million as of March 31, 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  $300.3  million  for the three  months  ended  March 31,  1999 due
  principally to 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 $685.0 million for the three months
  ended March 31, 1999.  During the three months ended March 31, 1999,we  borrowed
  $778.3  million,  consisting  primarily of $718.3 million of 3.35%  Exchangeable
  Extendable  Subordinated  Debentures due 2029 (the  "PHONES").  During the three
  months ended March 31, 1999, we repaid $66.4  million of our long-term  debt. In
  addition,  during the three months ended March 31, 1999, we had net  repurchases
  of $3.5 million of our common  stock and we paid cash  dividends of $9.0 million
  on our common stock and Series A Preferred  Stock.  Deferred  financing costs of
  $14.4  million  were  incurred  during the three  months ended March 31, 1999 in
  connection with the issuance of the PHONES.
  
       Net cash used in investing activities from continuing operations was $307.3
  million for the three months  ended March 31,  1999.  Net cash used in investing
  activities  includes  investments of $116.4  million,  capital  expenditures  of
  $122.4 million, additions to deferred charges of $78.6 million and net purchases
  of short-term  investments  of $40.6  million,  offset by proceeds from sales of
  investments of $50.7 million.
  
                                         15
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  Results of Operations
  
       Our  summarized  consolidated  financial  information  for the three months
  ended March 31, 1999 and 1998 is as follows  (dollars in millions,  "NM" denotes
  percentage is not meaningful):
  Three Months Ended
                                                                        March 31,         Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  Revenues.....................................................    $1,374.0    $1,254.4      $119.6         9.5%
  Cost of goods sold from electronic retailing.................       390.5       332.4        58.1        17.5
  Operating, selling, general and administrative expenses......       558.4       573.3       (14.9)       (2.6)
                                                                  ---------   ---------
  Operating income before depreciation and
     amortization (1) .........................................       425.1       348.7        76.4        21.9
  Depreciation.................................................       116.6       117.1        (0.5)       (0.4)
  Amortization.................................................       121.9       122.2        (0.3)       (0.2)
                                                                  ---------   ---------
  Operating income.............................................       186.6       109.4        77.2        70.6
                                                                  ---------   ---------
  Interest expense.............................................       111.2       120.4        (9.2)       (7.6)
  Investment (income) expense..................................      (127.8)        1.6       129.4          NM
  Equity in net (income) losses of affiliates..................        (1.1)      129.5      (130.6)         NM
  Gain from equity offering of affiliate.......................                   (59.6)      (59.6)         NM
  Other income.................................................        (0.2)       (2.7)       (2.5)      (92.6)
  Income tax expense...........................................        87.4         6.4        81.0          NM
  Minority interest............................................        15.3       (17.2)       32.5          NM
                                                                  ---------   ---------
  Income (loss) from continuing operations before
     extraordinary items.......................................      $101.8      ($69.0)     $170.8          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 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 our
       performance.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  16
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  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):
  Three Months Ended
                                                                         March 31,                Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Service income...............................................       $604.8      $541.2        $63.6        11.8%
  Operating, selling, general and
       administrative expenses.................................        324.3       291.8         32.5        11.1
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $280.5      $249.4        $31.1        12.5%
                                                                   =========   =========    =========    ========
  ---------------
  (a) See footnote (1) on page 16.
  Of the $63.6 million  increase in service income for the three month period
  from  1998  to  1999,  $13.4  million  is  attributable  to the  effects  of the
  acquisitions of cable  communications  systems,  $6.7 million is attributable to
  subscriber  growth,  $24.9 million relates to changes in rates,  $5.0 million is
  attributable to growth in cable  advertising  sales and $13.6 million relates to
  other product offerings (e.g., digital cable, high speed data services, etc.).
  
       Of  the  $32.5  million  increase  in  operating,   selling,   general  and
  administrative  expenses  for the three  month  period  from 1998 to 1999,  $7.3
  million  is   attributable   to  the  effects  of  the   acquisitions  of  cable
  communications systems, $9.5 million is attributable to an increase in the costs
  of cable  programming  as a result of  changes in rates,  subscriber  growth and
  additional  channel  offerings,  $1.3  million  is  attributable  to  growth  in
  advertising sales and $14.4 million results 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.
  
                                         17
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 of ours (dollars in millions):
  Three Months Ended
                                                                         March 31,                Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Net sales from electronic retailing..........................       $649.6      $544.6       $105.0        19.3%
  Cost of goods sold from electronic retailing.................        390.5       332.4         58.1        17.5
  Operating, selling, general and administrative
       expenses................................................        128.2       117.1         11.1         9.5
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $130.9       $95.1        $35.8        37.6%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         39.9%       39.0%
                                                                   =========   =========
  ---------------
  (a) See footnote (1) on page 16.
  The increase in net sales from  electronic  retailing of $105.0 million for
  the three month  period  from 1998 to 1999 is due to the effects of 4.2%,  10.8%
  and 42.2% increases in the average number of homes receiving QVC services in the
  United States ("US"), United Kingdom ("UK") and Germany, respectively, and 8.6%,
  18.3% and  87.7%  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  $11.1  million  increase  in  operating,   selling,   general  and
  administrative  expenses  for the three  month  period  from 1998 to 1999,  $8.6
  million is attributable to higher variable costs associated with the increase in
  sales volume. The remaining increase is attributable to personnel and facilities
  based  costs  associated  with  Studio  Park,  QVC's   production,   studio  and
  administrative facility and expansion in the 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
  decreases in depreciation expense,  amortization  expense,  interest expense and
  other income for the three month period from 1998 to 1999 was  primarily  due to
  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
  
       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
  
                                         18
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  held by us. As a result of the exchange,  we recognized a pre-tax gain of $187.6
  million  during  the  three  months  ended  March  31,  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 three
  months ended March 31, 1999 and 1998, we recorded pre-tax  investment expense of
  $51.4 million and $14.6 million,  respectively,  related to changes in the value
  of the call options and settlement of the TCI and TCI Ventures call options.
  
       During the three months ended March 31, 1999, we recorded a pre-tax loss of
  $35.3 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 three months ended
  March 31, 1998. We recorded our proportionate share of Teleport's net losses one
  quarter in arrears.
  
       Income Tax Expense
  
       The $81.0 million increase in income tax expense for the three month period
  from 1998 to 1999 is  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 $32.5 million increase in minority interest expense for the three month
  period from 1998 to 1999 is primarily attributable to the effects of the sale of
  Comcast  UK Cable in  October  1998 and the  increase  in QVC net income for the
  three months ended March 31, 1999 as compared to the prior year period.
  
       For the three  months  ended March 31,  1999 and 1998,  our  earnings  from
  continuing  operations (net income (loss) from continuing operations plus income
  tax  expense  (benefit),  equity in net  (income)  losses of  affiliates,  fixed
  charges  (interest  expense) and  extraordinary  items) were $299.3  million and
  $187.3  million,  respectively.  Such  earnings were adequate to cover our fixed
  charges of $111.2  million and $120.4  million for the three  months ended March
  31, 1999 and 1998, respectively. Fixed charges include non-cash interest expense
  of $0.5 million and $14.4  million for the three months ended March 31, 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.
  
                                         19
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            3.1    Amended and Restated By-Laws, effective March 4, 1999.
  
            10.1   Agreement and Plan of Merger dated as of March 22, 1999 between
                   Comcast  Corporation and MediaOne Group, Inc.  (incorporated by
                   reference  to  Exhibit  2.1 to our  Current  Report on Form 8-K
                   filed on March 24, 1999).
  
            10.2*  Comcast Corporation 1997 Deferred Stock Option Plan, as amended
                   and restated, effective January 27, 1999.
  
            10.3*  Comcast  Corporation  1996 Stock  Option  Plan,  as amended and
                   restated, effective March 3, 1999.
  
            10.4*  Comcast Corporation 1996 Deferred Compensation Plan, as amended
                   and restated, effective March 3, 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 January
                   21,  1999  relating  to our  announcement  that we  would  sell
                   Comcast   Cellular   Corporation,   an  indirect  wholly  owned
                   subsidiary of ours, to SBC Communications, Inc.
  
            (ii)   We filed a Current Report on Form 8-K under Item 5 on March 11,
                   1999  to file  the tax  opinion  and the  Form of  Supplemental
                   Indenture as exhibits to our preliminary  prospectus supplement
                   filed on March 9, 1999.
  
            (iii)  We filed a Current Report on Form 8-K under Item 5 on March 16,
                   1999 to file the Form of Exchangeable  Extendable  Subordinated
                   Debentures due 2029 as an exhibit to our prospectus  supplement
                   filed on March 15, 1999.
  
            (iv)   We filed a Current Report on Form 8-K under Item 5 on March 24,
                   1999 relating to our  announcement  that we had entered into an
                   Agreement and Plan of Merger with MediaOne Group, Inc.
  
  ----------------
  *    Constitutes a management contract or compensatory plan or arrangement.
  
                                         20
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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: May 14, 1999
  
                                         21