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 333-30745
  
                         COMCAST CABLE COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                             23-2175755
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
                      1201 Market Street, Wilmington, DE 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (302) 594-8700
  
                             --------------------------
  
  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 1,000 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions  H(1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. 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 - 8
  
            ITEM 2    Management's Discussion and Analysis of Financial
                      Condition and Results of Operations..................9 - 11
  
  PART II   OTHER INFORMATION
  
            ITEM 1    Legal Proceedings........................................12
  
            ITEM 6    Exhibits and Reports on Form 8-K.........................12
  
            SIGNATURES.........................................................13
  
                         -----------------------------------
  
       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 Cable," "we," "us" and "our" refer to Comcast Cable
  Communications, Inc. 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 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; and
       o    general economic conditions.
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. 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.......................................................         $67.6             $34.5
     Investments.....................................................................          14.2              13.4
     Cash held by an affiliate.......................................................          29.9              57.1
     Accounts receivable, less allowance for doubtful
       accounts of $21.8 and $19.4...................................................          69.1              90.9
     Inventories.....................................................................          37.5              34.6
     Other current assets............................................................          16.8              14.9
                                                                                           --------          --------
         Total current assets........................................................         235.1             245.4
                                                                                           --------          --------
  
  PROPERTY AND EQUIPMENT.............................................................       3,299.4           3,276.5
     Accumulated depreciation........................................................      (1,242.9)         (1,180.4)
                                                                                           --------          --------
     Property and equipment, net.....................................................       2,056.5           2,096.1
                                                                                           --------          --------
  
  DEFERRED CHARGES...................................................................       5,937.9           5,876.4
     Accumulated amortization........................................................      (1,860.6)         (1,768.5)
                                                                                           --------          --------
     Deferred charges, net...........................................................       4,077.3           4,107.9
                                                                                           --------          --------
                                                                                           $6,368.9          $6,449.4
                                                                                           ========          ========
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...........................................        $230.1            $324.0
     Accrued interest................................................................          89.6              35.4
     Deferred income taxes...........................................................           4.8               4.6
     Current portion of long-term debt...............................................           0.1               0.1
     Due to affiliates...............................................................         201.6             166.6
                                                                                           --------          --------
         Total current liabilities...................................................         526.2             530.7
                                                                                           --------          --------
  
  LONG-TERM DEBT, less current portion...............................................       3,462.2           3,462.1
                                                                                           --------          --------
  
  MINORITY INTEREST AND OTHER........................................................         171.5             181.8
                                                                                           --------          --------
  
  NOTES PAYABLE TO AFFILIATES........................................................          91.3             134.6
                                                                                           --------          --------
  
  DUE TO AFFILIATE...................................................................         563.5             524.8
                                                                                           --------          --------
  
  DEFERRED INCOME TAXES, due to affiliate............................................       1,420.0           1,442.4
                                                                                           --------          --------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares................
     Additional capital..............................................................       3,066.2           3,066.2
     Accumulated deficit.............................................................      (2,935.2)         (2,896.4)
     Unrealized gains on marketable securities.......................................           3.2               3.2
                                                                                           --------          --------
         Total stockholder's equity..................................................         134.2             173.0
                                                                                           --------          --------
                                                                                           $6,368.9          $6,449.4
                                                                                           ========          ========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                        (Amounts in millions)
                                                                                    Three Months Ended March 31,
                                                                                       1999             1998
                                                                                     ---------        ---------
  <S>                                                                                <C>              <C>   
  SERVICE INCOME................................................................        $604.8           $541.2
                                                                                     ---------        ---------
  
  COSTS AND EXPENSES
     Operating..................................................................         271.5            242.8
     Selling, general and administrative........................................         138.3            125.9
     Depreciation and amortization..............................................         194.2            161.9
                                                                                     ---------        ---------
                                                                                         604.0            530.6
                                                                                     ---------        ---------
  
  OPERATING INCOME..............................................................           0.8             10.6
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................................          65.7             53.5
     Interest expense on notes payable to affiliates............................           1.9             12.9
     Investment income and other, net...........................................          (0.7)            (2.3)
                                                                                     ---------        ---------
                                                                                          66.9             64.1
                                                                                     ---------        ---------
  
  LOSS BEFORE INCOME TAX BENEFIT AND MINORITY INTEREST..........................         (66.1)           (53.5)
  
  INCOME TAX BENEFIT............................................................         (18.5)           (14.4)
                                                                                     ---------        ---------
  
  LOSS BEFORE MINORITY INTEREST.................................................         (47.6)           (39.1)
  
  MINORITY INTEREST.............................................................          (8.8)            (5.2)
                                                                                     ---------        ---------
  
  NET LOSS......................................................................         (38.8)           (33.9)
  
  ACCUMULATED DEFICIT
     Beginning of period........................................................      (2,896.4)        (2,799.1)
                                                                                     ---------        ---------
  
     End of period..............................................................     ($2,935.2)       ($2,833.0)
                                                                                     =========        =========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. 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 loss.........................................................................       ($38.8)           ($33.9)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..................................................        194.2             161.9
       Non-cash interest expense......................................................          0.1               0.1
       Non-cash interest expense on notes payable to affiliates.......................          1.7              12.9
       Deferred expenses charged by an affiliate......................................         38.7              32.2
       Minority interest..............................................................         (8.8)             (5.2)
       Deferred income tax benefit, due to affiliate..................................        (22.2)            (15.9)
       Other..........................................................................                           (0.2)
                                                                                          ---------         ---------
                                                                                              164.9             151.9
       Change in working capital accounts.............................................        (24.8)             61.4
                                                                                          ---------         ---------
             Net cash provided by operating activities................................        140.1             213.3
                                                                                          ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.........................................................                          817.0
     Repayments of long-term debt.....................................................                         (683.0)
     Repayment of notes payable to affiliates.........................................        (45.0)
     Net transactions with affiliates.................................................         35.0             (43.7)
     Other............................................................................         (0.1)              0.6
                                                                                          ---------         ---------
             Net cash (used in) provided by financing activities......................        (10.1)             90.9
                                                                                          ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...............................................                         (136.9)
     Capital expenditures.............................................................       (105.6)           (140.3)
     Decrease (increase) in cash held by an affiliate.................................         27.2             (17.8)
     Additions to deferred charges and other..........................................        (18.5)            (12.2)
                                                                                          ---------         ---------
             Net cash used in investing activities....................................        (96.9)          (307.2)
                                                                                          ---------         ---------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................................         33.1             (3.0)
  
  CASH AND CASH EQUIVALENTS, beginning of period......................................         34.5              40.7
                                                                                          ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period............................................        $67.6             $37.7
                                                                                          =========         =========
  </TABLE>
  
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. 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  Cable  Communications,  Inc.  (the  "Company"),  a wholly owned
       subsidiary of Comcast Corporation ("Comcast"), 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.
  
  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.
  
       Comprehensive Loss
       Total comprehensive loss for the three months ended March 31, 1999 and 1998
       was $38.8 million and $33.9 million, respectively. Total comprehensive loss
       includes net loss and unrealized  gains  (losses) on marketable  securities
       for the periods presented.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1999.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       AT&T Agreement
       On May 4, 1999,  Comcast and AT&T Corp.  ("AT&T") entered into an agreement
       (the  "AT&T  Agreement")  pursuant  to which  Comcast  and AT&T  agreed  to
       exchange  various cable systems,  including  certain of the Company's cable
       systems (the "System  Exchanges"),  to improve  each  company's  geographic
       clustering of systems. Under the terms of the AT&T Agreement,  Comcast 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.  Comcast 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 Comcast 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.
  
                                          5
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. 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,  Comcast  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).
       Comcast will pay for these cable  systems with shares of Comcast'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,  Comcast  has also  agreed to offer
       AT&T-branded  residential  wireline telephony in the Company's 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 Comcast 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 Comcast's  option
       to acquire the additional  cable systems are contingent upon the completion
       of AT&T's  acquisition of MediaOne Group,  Inc., 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.
  
       Acquisition of Jones Intercable, Inc.
       On April 7,  1999,  Comcast  completed  the  acquisition  of a  controlling
       interest in Jones  Intercable,  Inc.  ("Jones  Intercable")  for  aggregate
       consideration  of $706.3 million in cash. The  acquisition  was funded with
       available cash and cash equivalents. Also on that date, Comcast contributed
       its  shares  in Jones  Intercable  to the  Company.  The  Company  now owns
       approximately  12.8 million shares of Jones Intercable Class A Common Stock
       and  approximately 2.9 million shares of Jones  Intercable's  Common Stock,
       representing  approximately  37% of the  economic  interest  and 47% of the
       voting interest in Jones Intercable. In addition, the 2.9 million shares of
       Common  Stock owned by the  Company  represent  approximately  57% of Jones
       Intercable's  outstanding  Common Stock,  which is entitled to elect 75% of
       the  Board  of  Directors  of  Jones  Intercable.   As  a  result  of  this
       transaction,  Jones Intercable is now a consolidated  public  subsidiary of
       the Company, serving approximately 1.0 million customers.
  
  4.   LONG-TERM DEBT
  
       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 7.39%
       and 7.48%, respectively.
  
       Lines of Credit
       As of March 31, 1999, certain  subsidiaries of the Company had unused lines
       of credit of $686.6  million,  $86.6  million of which is restricted by the
       covenants of the related debt agreements and to subsidiary general purposes
       and dividend declaration.
  
  5.   NOTES PAYABLE TO AFFILIATES
  
       As of March 31, 1999 and  December 31, 1998,  notes  payable to  affiliates
       include $85.7 million and $130.7 million  principal amount of notes payable
       to Comcast and certain of its wholly owned subsidiaries.  The notes payable
       bear  interest  at rates  ranging  from 7.25% to 9.25% as of March 31, 1999
       (weighted average interest rate of 7.72% and 7.73% as of March 31, 1999 and
       December 31, 1998) and are due in 2002.  Accrued interest  relating to such
       notes of $5.6  million and $3.9  million is  included  in notes  payable to
       affiliates as of March 31, 1999 and December 31, 1998, respectively.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast, on behalf of the Company,  has an affiliation  agreement with QVC,
       Inc. ("QVC"),  an electronic  retailer and a majority-owned  and controlled
       subsidiary of Comcast, to carry its programming. In return for carrying QVC
       programming,  the Company receives an allocated portion,  based upon market
       share, of a percentage of net sales
  
                                          6
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       of merchandise sold to QVC customers located in the Company's service area.
       For the three months ended March 31, 1999 and 1998,  the Company's  service
       income  includes $2.6 million and $2.5 million,  respectively,  relating to
       QVC.
  
       Comcast,  through  management  agreements,  manages the  operations  of the
       Company's  subsidiaries,  including  rebuilds and upgrades.  The management
       agreements generally provide that Comcast will supervise the management and
       operations  of the cable  systems and arrange  for and  supervise  (but not
       necessarily   perform  itself)   certain   administrative   functions.   As
       compensation  for such  services,  the  agreements  provide  for Comcast to
       charge  management fees of up to 6% of gross revenues.  Comcast charged the
       Company's  subsidiaries  management fees of $33.5 million and $31.2 million
       during the three months ended March 31, 1999 and 1998, respectively.  These
       management  fees  are  included  in  selling,  general  and  administrative
       expenses in the Company's  condensed  consolidated  statement of operations
       and accumulated deficit.  Comcast has agreed to permit certain subsidiaries
       of the  Company to defer  payment of a portion of these  expenses  with the
       deferred portion being treated as a subordinated long-term liability due to
       affiliate which will not be paid until the subsidiaries' existing long-term
       debt is retired. In addition, payment of certain of these expenses has been
       deferred  until  the  California   Public   Employees'   Retirement  System
       ("CalPERS")  no longer has an interest in Comcast MHCP  Holdings,  LLC (the
       "LLC"),  a  majority  owned  subsidiary  of the  Company.  Management  fees
       deferred  during the three  months  ended March 31, 1999 and 1998 were $1.4
       million  and $1.3  million,  respectively.  Deferred  management  fees were
       $143.8  million and $142.4  million as of March 31, 1999 and  December  31,
       1998, respectively.
  
       On behalf of the Company,  Comcast seeks and secures long-term  programming
       contracts that generally  provide for payment based on either a monthly fee
       per subscriber per channel or a percentage of certain subscriber  revenues.
       Comcast  charges each of the Company's  subsidiaries  for  programming on a
       basis which generally approximates the amount each such subsidiary would be
       charged  if it  purchased  such  programming  directly  from the  supplier,
       subject to limitations imposed by debt facilities for certain subsidiaries,
       and did not benefit from the  purchasing  power of  Comcast's  consolidated
       operations.  Amounts charged to the Company by Comcast for programming (the
       "Programming  Charges") are included in operating expenses in the Company's
       condensed consolidated statement of operations and accumulated deficit. The
       Company purchases certain other services,  including insurance and employee
       benefits,  from  Comcast  under  cost-sharing  arrangements  on terms  that
       reflect Comcast's actual cost. The Company  reimburses  Comcast for certain
       other costs  (primarily  salaries) under  cost-reimbursement  arrangements.
       Under all of these  arrangements,  the Company  incurred  total expenses of
       $221.9  million and $190.5  million,  including  $189.8  million and $160.9
       million of  Programming  Charges,  during the three  months ended March 31,
       1999 and 1998, respectively.  The Programming Charges include $18.7 million
       and $14.0  million  during the three  months ended March 31, 1999 and 1998,
       respectively,  relating to  programming  purchased by the Company,  through
       Comcast, from suppliers in which Comcast holds an equity interest.
  
       Comcast has agreed to permit certain of the Company's subsidiaries to defer
       payment of a portion of the Programming  Charges with the deferred  portion
       being treated as a subordinated  long-term liability due to affiliate which
       will not be payable  until the  subsidiaries'  existing  long-term  debt is
       retired.  In addition,  payment of certain of the  Programming  Charges has
       been  deferred  until  CalPERS  no  longer  has an  interest  in  the  LLC.
       Programming  Charges  deferred during the three months ended March 31, 1999
       and 1998 were  $37.3  million  and $30.9  million,  respectively.  Deferred
       Programming  Charges were $419.7 million and $382.4 million as of March 31,
       1999 and December 31, 1998, respectively.
  
       Current due to affiliates in the Company's condensed  consolidated  balance
       sheet primarily consists of amounts due to Comcast and its affiliates under
       the  cost-sharing  arrangements  described  above and  amounts  payable  to
       Comcast and its  affiliates  as  reimbursement  for payments  made,  in the
       ordinary course of business, by such affiliates on behalf of the Company.
  
       The Company has entered into a custodial  account  arrangement with Comcast
       Financial  Agency  Corporation  ("CFAC"),  a  wholly  owned  subsidiary  of
       Comcast, under which CFAC provides cash management services to the Company.
       Under this arrangement,  the Company's cash receipts are deposited with and
       held by CFAC, as custodian
  
                                          7
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       and agent,  which invests and disburses  such funds at the direction of the
       Company.  As of March 31, 1999 and  December 31,  1998,  $29.9  million and
       $57.1 million,  respectively, of the Company's cash was held by CFAC. These
       amounts have been  classified as cash held by an affiliate in the Company's
       condensed  consolidated  balance sheet. During the three months ended March
       31, 1999 and 1998, the Company recognized investment income of $0.3 million
       and $1.5 million, respectively, on cash held by CFAC.
  
  7.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its long-term  debt of $11.4
       million and $9.1  million  during the three months ended March 31, 1999 and
       1998,  respectively.  The Company  made cash  payments  for interest on the
       notes payable to  affiliates of $0.2 million  during the three months March
       31, 1999.
  
       The Company  made cash  payments for state income taxes of $0.1 million and
       $0.4  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.
  
       The Federal Communications  Commission ("FCC") and the Company entered into
       a "social  contract" in which the Company has committed to complete certain
       system  upgrades and  improvements by March 1999 in return for which it was
       able,  after  December 31,  1997,  to move a limited  number of  previously
       regulated   programming   services  in  certain  cable   franchises  to  an
       unregulated new product tier. The Company believes it is in full compliance
       with the "social  contract"  and will file a final  report to the FCC on or
       before June 30, 1999.
  
                                          8
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
       Information  for this item is omitted  pursuant to Securities  and Exchange
  Commission General Instruction H to Form 10-Q, except as noted below.
  
  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>  
  Service income.........................................        $604.8      $541.2       $63.6        11.8%
  Operating, selling, general and administrative
     expenses............................................         409.8       368.7        41.1        11.1
                                                               --------    --------
  Operating income before depreciation and
     amortization (1)....................................         195.0       172.5        22.5        13.0
  Depreciation and amortization..........................         194.2       161.9        32.3        20.0
                                                               --------    --------
  Operating income.......................................           0.8        10.6        (9.8)         NM
                                                               --------    --------
  Interest expense.......................................          65.7        53.5        12.2        22.8
  Interest expense on notes payable to affiliates........           1.9        12.9       (11.0)         NM
  Investment income and other, net.......................          (0.7)       (2.3)       (1.6)      (69.6)
  Income tax benefit.....................................         (18.5)      (14.4)        4.1        28.5
  Minority interest......................................          (8.8)       (5.2)        3.6        69.2
                                                               --------    --------
  Net loss...............................................        ($38.8)     ($33.9)       $4.9        14.5%
                                                               ========    ========
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cable communications business 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
       cable  communications  business  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 cable
       communications  industry,  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.
  </FN>
  </TABLE>
  
       Of the $63.6 million increase in service income for the three month periods
  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  $41.1  million  increase  in  operating,   selling,   general  and
  administrative  expenses  for the three  month  period  from 1998 to 1999,  $8.9
  million  is   attributable   to  the  effects  of  the   acquisitions  of  cable
  communications  systems, $14.7 million is attributable to increases 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 $16.2 million results from increases in the cost of labor,
  other volume related expenses and costs  associated with new product  offerings.
  It is anticipated that the cost of cable programming will increase in the future
  as cable programming rates increase and additional  sources of cable programming
  become available.
  
       Comcast,  on our  behalf,  has an  affiliation  agreement  with  QVC,  Inc.
  ("QVC"), an electronic  retailer and a majority-owned and controlled  subsidiary
  of Comcast, to carry its programming. In return for carrying QVC programming, we
  receive an allocated  portion,  based upon market share,  of a percentage of net
  sales of merchandise sold to QVC customers located in our
  
                                          9
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  service  area.  For the three months ended March 31, 1999 and 1998,  our service
  income includes $2.6 million and $2.5 million, respectively, relating to QVC.
  
       Comcast,  through  management  agreements,  manages the  operations  of our
  subsidiaries,   including  rebuilds  and  upgrades.  The  management  agreements
  generally  provide that Comcast will  supervise the management and operations of
  the cable systems and arrange for and  supervise  (but not  necessarily  perform
  itself) certain administrative functions. As compensation for such services, the
  agreements  provide for Comcast to charge  management  fees of up to 6% of gross
  revenues.  Comcast charged our subsidiaries management fees of $33.5 million and
  $31.2  million   during  the  three  months  ended  March  31,  1999  and  1998,
  respectively.  These  management  fees are  included  in  selling,  general  and
  administrative  expenses in our condensed  consolidated  statement of operations
  and accumulated deficit.
  
       On our behalf,  Comcast seeks and secures long-term  programming  contracts
  that generally  provide for payment based on either a monthly fee per subscriber
  per channel or a percentage of certain subscriber revenues. Comcast charges each
  of our subsidiaries for programming on a basis which generally  approximates the
  amount each such  subsidiary  would be charged if it purchased such  programming
  directly from the supplier,  subject to limitations  imposed by debt  facilities
  for certain  subsidiaries,  and did not  benefit  from the  purchasing  power of
  Comcast's  consolidated  operations.  Amounts  charged  to  us  by  Comcast  for
  programming (the  "Programming  Charges") are included in operating  expenses in
  our condensed  consolidated  statement of operations and accumulated deficit. We
  purchase certain other services, including insurance and employee benefits, from
  Comcast under  cost-sharing  arrangements on terms that reflect Comcast's actual
  cost. We reimburse  Comcast for certain other costs  (primarily  salaries) under
  cost-reimbursement  arrangements.  Under all of these arrangements,  we incurred
  total expenses of $221.9 million and $190.5  million,  including  $189.8 million
  and $160.9 million of Programming  Charges,  during the three months ended March
  31, 1999 and 1998,  respectively.  The Programming Charges include $18.7 million
  and  $14.0  million  during  the three  months  ended  March 31,  1999 and 1998,
  respectively,  relating to programming  purchased by us, through  Comcast,  from
  suppliers in which Comcast holds an equity interest.
  
       The $32.3 million increase in depreciation and amortization expense for the
  three month period from 1998 to 1999 is primarily attributable to the effects of
  the  acquisitions  of cable  communications  systems  and the effects of capital
  expenditures.  Depreciation and amortization expense for the quarter ended March
  31, 1999 includes the effects of final  purchase price  adjustments  relating to
  certain cable communications systems which we acquired in 1998.
  
       The $12.2 million  increase in interest  expense for the three month period
  from 1998 to 1999 is  primarily  attributable  to the  interest  expense  on our
  $800.0 million  aggregate  principal amount 6.20% senior notes due 2008 which we
  borrowed in November  1998.  We anticipate  that,  for the  foreseeable  future,
  interest  expense will be a  significant  cost to us and will have a significant
  adverse  effect on our  ability  to  realize  net  earnings.  We believe we will
  continue to be able to meet our obligations through our ability both to generate
  operating  income before  depreciation  and  amortization and to obtain external
  financing.
  
       The  $11.0  million  decrease  in  interest  expense  on notes  payable  to
  affiliates   for  the  three  month  period  from  1998  to  1999  is  primarily
  attributable to decreases in the average balance of notes outstanding.
  
       The $4.1 million increase in income tax benefit for the three months period
  from 1998 to 1999 is  primarily  attributable  to an increase in our loss before
  income tax benefit and minority interest.
  
       The $3.6 million  increase in minority  interest for the three month period
  from 1998 to 1999 is  attributable to the effects of an increase in the net loss
  of our majority owned subsidiary, Comcast MHCP Holdings, L.L.C.
  
       For the three  months ended March 31, 1999 and 1998,  our  earnings  before
  income tax benefit and fixed charges  (interest  expense and interest expense on
  notes payable to affiliates) were $10.3 million and $18.1 million, respectively.
  Such  earnings were not adequate to cover our fixed charges of $67.6 million and
  $66.4 million for the three months ended March 31, 1999 and 1998,  respectively.
  Our fixed charges include  non-cash  interest  expense of $1.8 million and $13.0
  million for the three  months ended March 31, 1999 and 1998,  respectively.  The
  inadequacy  of these  earnings to cover fixed  charges is  primarily  due to the
  substantial non-cash charges for depreciation and amortization expense.
  
       We believe  that our losses and the  inadequacy  of our  earnings  to cover
  fixed  charges  will not  significantly  affect  the  performance  of our normal
  business activities because of our existing cash, cash equivalents,  investments
  and cash held by an affiliate, our ability to generate
  
                                         10
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  operating income before  depreciation and amortization and our ability to obtain
  external financing.
  
       We believe that our operations are not materially affected by inflation.
  
                                --------------------
  
  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 our 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 $3.0 million in connection with our Year 2000 remediation program.
  We estimate that we will incur between approximately $5 million to $7 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  Comcast's  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.
  
                                         11
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. 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:
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K - none.
  
  
  
  
  
  
  
  
                                         12
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
  
                                               COMCAST CABLE COMMUNICATIONS, INC.
  
  
  
  
  
  
                                               /S/ LAWRENCE S. SMITH
                                               -----------------------------------
                                               Lawrence S. Smith
                                               Principal Accounting Officer
  
  
  
                                               /S/ JOSEPH J. EUTENEUER
                                               -----------------------------------
                                               Joseph J. Euteneuer
                                               Vice President (Authorized Officer)
  
  
  
  Date: May 14, 1999
  
                                         13
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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 333-30745
  
                         COMCAST CABLE COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                             23-2175755
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  
                      1201 Market Street, Wilmington, DE 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (302) 594-8700
  
                             --------------------------
  
  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 1,000 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions  H(1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  COMCAST CABLE COMMUNICATIONS, INC. 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 - 8
  
            ITEM 2    Management's Discussion and Analysis of Financial
                      Condition and Results of Operations..................9 - 11
  
  PART II   OTHER INFORMATION
  
            ITEM 1    Legal Proceedings........................................12
  
            ITEM 6    Exhibits and Reports on Form 8-K.........................12
  
            SIGNATURES.........................................................13
  
                         -----------------------------------
  
       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 Cable," "we," "us" and "our" refer to Comcast Cable
  Communications, Inc. 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 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; and
       o    general economic conditions.
  COMCAST CABLE COMMUNICATIONS, INC. 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.......................................................         $67.6             $34.5
     Investments.....................................................................          14.2              13.4
     Cash held by an affiliate.......................................................          29.9              57.1
     Accounts receivable, less allowance for doubtful
       accounts of $21.8 and $19.4...................................................          69.1              90.9
     Inventories.....................................................................          37.5              34.6
     Other current assets............................................................          16.8              14.9
                                                                                           --------          --------
         Total current assets........................................................         235.1             245.4
                                                                                           --------          --------
  
  PROPERTY AND EQUIPMENT.............................................................       3,299.4           3,276.5
     Accumulated depreciation........................................................      (1,242.9)         (1,180.4)
                                                                                           --------          --------
     Property and equipment, net.....................................................       2,056.5           2,096.1
                                                                                           --------          --------
  
  DEFERRED CHARGES...................................................................       5,937.9           5,876.4
     Accumulated amortization........................................................      (1,860.6)         (1,768.5)
                                                                                           --------          --------
     Deferred charges, net...........................................................       4,077.3           4,107.9
                                                                                           --------          --------
                                                                                           $6,368.9          $6,449.4
                                                                                           ========          ========
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...........................................        $230.1            $324.0
     Accrued interest................................................................          89.6              35.4
     Deferred income taxes...........................................................           4.8               4.6
     Current portion of long-term debt...............................................           0.1               0.1
     Due to affiliates...............................................................         201.6             166.6
                                                                                           --------          --------
         Total current liabilities...................................................         526.2             530.7
                                                                                           --------          --------
  
  LONG-TERM DEBT, less current portion...............................................       3,462.2           3,462.1
                                                                                           --------          --------
  
  MINORITY INTEREST AND OTHER........................................................         171.5             181.8
                                                                                           --------          --------
  
  NOTES PAYABLE TO AFFILIATES........................................................          91.3             134.6
                                                                                           --------          --------
  
  DUE TO AFFILIATE...................................................................         563.5             524.8
                                                                                           --------          --------
  
  DEFERRED INCOME TAXES, due to affiliate............................................       1,420.0           1,442.4
                                                                                           --------          --------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares................
     Additional capital..............................................................       3,066.2           3,066.2
     Accumulated deficit.............................................................      (2,935.2)         (2,896.4)
     Unrealized gains on marketable securities.......................................           3.2               3.2
                                                                                           --------          --------
         Total stockholder's equity..................................................         134.2             173.0
                                                                                           --------          --------
                                                                                           $6,368.9          $6,449.4
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in millions)
                                                                                    Three Months Ended March 31,
                                                                                       1999             1998
                                                                                     ---------        ---------
  SERVICE INCOME................................................................        $604.8           $541.2
                                                                                     ---------        ---------
  
  COSTS AND EXPENSES
     Operating..................................................................         271.5            242.8
     Selling, general and administrative........................................         138.3            125.9
     Depreciation and amortization..............................................         194.2            161.9
                                                                                     ---------        ---------
                                                                                         604.0            530.6
                                                                                     ---------        ---------
  
  OPERATING INCOME..............................................................           0.8             10.6
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................................          65.7             53.5
     Interest expense on notes payable to affiliates............................           1.9             12.9
     Investment income and other, net...........................................          (0.7)            (2.3)
                                                                                     ---------        ---------
                                                                                          66.9             64.1
                                                                                     ---------        ---------
  
  LOSS BEFORE INCOME TAX BENEFIT AND MINORITY INTEREST..........................         (66.1)           (53.5)
  
  INCOME TAX BENEFIT............................................................         (18.5)           (14.4)
                                                                                     ---------        ---------
  
  LOSS BEFORE MINORITY INTEREST.................................................         (47.6)           (39.1)
  
  MINORITY INTEREST.............................................................          (8.8)            (5.2)
                                                                                     ---------        ---------
  
  NET LOSS......................................................................         (38.8)           (33.9)
  
  ACCUMULATED DEFICIT
     Beginning of period........................................................      (2,896.4)        (2,799.1)
                                                                                     ---------        ---------
  
     End of period..............................................................     ($2,935.2)       ($2,833.0)
                                                                                     =========        =========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CABLE COMMUNICATIONS, INC. 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 loss.........................................................................       ($38.8)           ($33.9)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..................................................        194.2             161.9
       Non-cash interest expense......................................................          0.1               0.1
       Non-cash interest expense on notes payable to affiliates.......................          1.7              12.9
       Deferred expenses charged by an affiliate......................................         38.7              32.2
       Minority interest..............................................................         (8.8)             (5.2)
       Deferred income tax benefit, due to affiliate..................................        (22.2)            (15.9)
       Other..........................................................................                           (0.2)
                                                                                          ---------         ---------
                                                                                              164.9             151.9
       Change in working capital accounts.............................................        (24.8)             61.4
                                                                                          ---------         ---------
             Net cash provided by operating activities................................        140.1             213.3
                                                                                          ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.........................................................                          817.0
     Repayments of long-term debt.....................................................                         (683.0)
     Repayment of notes payable to affiliates.........................................        (45.0)
     Net transactions with affiliates.................................................         35.0             (43.7)
     Other............................................................................         (0.1)              0.6
                                                                                          ---------         ---------
             Net cash (used in) provided by financing activities......................        (10.1)             90.9
                                                                                          ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...............................................                         (136.9)
     Capital expenditures.............................................................       (105.6)           (140.3)
     Decrease (increase) in cash held by an affiliate.................................         27.2             (17.8)
     Additions to deferred charges and other..........................................        (18.5)            (12.2)
                                                                                          ---------         ---------
             Net cash used in investing activities....................................        (96.9)          (307.2)
                                                                                          ---------         ---------
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................................         33.1             (3.0)
  
  CASH AND CASH EQUIVALENTS, beginning of period......................................         34.5              40.7
                                                                                          ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period............................................        $67.6             $37.7
                                                                                          =========         =========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CABLE COMMUNICATIONS, INC. 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  Cable  Communications,  Inc.  (the  "Company"),  a wholly owned
       subsidiary of Comcast Corporation ("Comcast"), 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.
  
  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.
  
       Comprehensive Loss
       Total comprehensive loss for the three months ended March 31, 1999 and 1998
       was $38.8 million and $33.9 million, respectively. Total comprehensive loss
       includes net loss and unrealized  gains  (losses) on marketable  securities
       for the periods presented.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1999.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       AT&T Agreement
       On May 4, 1999,  Comcast and AT&T Corp.  ("AT&T") entered into an agreement
       (the  "AT&T  Agreement")  pursuant  to which  Comcast  and AT&T  agreed  to
       exchange  various cable systems,  including  certain of the Company's cable
       systems (the "System  Exchanges"),  to improve  each  company's  geographic
       clustering of systems. Under the terms of the AT&T Agreement,  Comcast 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.  Comcast 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 Comcast 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.
  
                                          5
  COMCAST CABLE COMMUNICATIONS, INC. 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,  Comcast  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).
       Comcast will pay for these cable  systems with shares of Comcast'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,  Comcast  has also  agreed to offer
       AT&T-branded  residential  wireline telephony in the Company's 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 Comcast 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 Comcast's  option
       to acquire the additional  cable systems are contingent upon the completion
       of AT&T's  acquisition of MediaOne Group,  Inc., 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.
  
       Acquisition of Jones Intercable, Inc.
       On April 7,  1999,  Comcast  completed  the  acquisition  of a  controlling
       interest in Jones  Intercable,  Inc.  ("Jones  Intercable")  for  aggregate
       consideration  of $706.3 million in cash. The  acquisition  was funded with
       available cash and cash equivalents. Also on that date, Comcast contributed
       its  shares  in Jones  Intercable  to the  Company.  The  Company  now owns
       approximately  12.8 million shares of Jones Intercable Class A Common Stock
       and  approximately 2.9 million shares of Jones  Intercable's  Common Stock,
       representing  approximately  37% of the  economic  interest  and 47% of the
       voting interest in Jones Intercable. In addition, the 2.9 million shares of
       Common  Stock owned by the  Company  represent  approximately  57% of Jones
       Intercable's  outstanding  Common Stock,  which is entitled to elect 75% of
       the  Board  of  Directors  of  Jones  Intercable.   As  a  result  of  this
       transaction,  Jones Intercable is now a consolidated  public  subsidiary of
       the Company, serving approximately 1.0 million customers.
  
  4.   LONG-TERM DEBT
  
       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 7.39%
       and 7.48%, respectively.
  
       Lines of Credit
       As of March 31, 1999, certain  subsidiaries of the Company had unused lines
       of credit of $686.6  million,  $86.6  million of which is restricted by the
       covenants of the related debt agreements and to subsidiary general purposes
       and dividend declaration.
  
  5.   NOTES PAYABLE TO AFFILIATES
  
       As of March 31, 1999 and  December 31, 1998,  notes  payable to  affiliates
       include $85.7 million and $130.7 million  principal amount of notes payable
       to Comcast and certain of its wholly owned subsidiaries.  The notes payable
       bear  interest  at rates  ranging  from 7.25% to 9.25% as of March 31, 1999
       (weighted average interest rate of 7.72% and 7.73% as of March 31, 1999 and
       December 31, 1998) and are due in 2002.  Accrued interest  relating to such
       notes of $5.6  million and $3.9  million is  included  in notes  payable to
       affiliates as of March 31, 1999 and December 31, 1998, respectively.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast, on behalf of the Company,  has an affiliation  agreement with QVC,
       Inc. ("QVC"),  an electronic  retailer and a majority-owned  and controlled
       subsidiary of Comcast, to carry its programming. In return for carrying QVC
       programming,  the Company receives an allocated portion,  based upon market
       share, of a percentage of net sales
  
                                          6
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       of merchandise sold to QVC customers located in the Company's service area.
       For the three months ended March 31, 1999 and 1998,  the Company's  service
       income  includes $2.6 million and $2.5 million,  respectively,  relating to
       QVC.
  
       Comcast,  through  management  agreements,  manages the  operations  of the
       Company's  subsidiaries,  including  rebuilds and upgrades.  The management
       agreements generally provide that Comcast will supervise the management and
       operations  of the cable  systems and arrange  for and  supervise  (but not
       necessarily   perform  itself)   certain   administrative   functions.   As
       compensation  for such  services,  the  agreements  provide  for Comcast to
       charge  management fees of up to 6% of gross revenues.  Comcast charged the
       Company's  subsidiaries  management fees of $33.5 million and $31.2 million
       during the three months ended March 31, 1999 and 1998, respectively.  These
       management  fees  are  included  in  selling,  general  and  administrative
       expenses in the Company's  condensed  consolidated  statement of operations
       and accumulated deficit.  Comcast has agreed to permit certain subsidiaries
       of the  Company to defer  payment of a portion of these  expenses  with the
       deferred portion being treated as a subordinated long-term liability due to
       affiliate which will not be paid until the subsidiaries' existing long-term
       debt is retired. In addition, payment of certain of these expenses has been
       deferred  until  the  California   Public   Employees'   Retirement  System
       ("CalPERS")  no longer has an interest in Comcast MHCP  Holdings,  LLC (the
       "LLC"),  a  majority  owned  subsidiary  of the  Company.  Management  fees
       deferred  during the three  months  ended March 31, 1999 and 1998 were $1.4
       million  and $1.3  million,  respectively.  Deferred  management  fees were
       $143.8  million and $142.4  million as of March 31, 1999 and  December  31,
       1998, respectively.
  
       On behalf of the Company,  Comcast seeks and secures long-term  programming
       contracts that generally  provide for payment based on either a monthly fee
       per subscriber per channel or a percentage of certain subscriber  revenues.
       Comcast  charges each of the Company's  subsidiaries  for  programming on a
       basis which generally approximates the amount each such subsidiary would be
       charged  if it  purchased  such  programming  directly  from the  supplier,
       subject to limitations imposed by debt facilities for certain subsidiaries,
       and did not benefit from the  purchasing  power of  Comcast's  consolidated
       operations.  Amounts charged to the Company by Comcast for programming (the
       "Programming  Charges") are included in operating expenses in the Company's
       condensed consolidated statement of operations and accumulated deficit. The
       Company purchases certain other services,  including insurance and employee
       benefits,  from  Comcast  under  cost-sharing  arrangements  on terms  that
       reflect Comcast's actual cost. The Company  reimburses  Comcast for certain
       other costs  (primarily  salaries) under  cost-reimbursement  arrangements.
       Under all of these  arrangements,  the Company  incurred  total expenses of
       $221.9  million and $190.5  million,  including  $189.8  million and $160.9
       million of  Programming  Charges,  during the three  months ended March 31,
       1999 and 1998, respectively.  The Programming Charges include $18.7 million
       and $14.0  million  during the three  months ended March 31, 1999 and 1998,
       respectively,  relating to  programming  purchased by the Company,  through
       Comcast, from suppliers in which Comcast holds an equity interest.
  
       Comcast has agreed to permit certain of the Company's subsidiaries to defer
       payment of a portion of the Programming  Charges with the deferred  portion
       being treated as a subordinated  long-term liability due to affiliate which
       will not be payable  until the  subsidiaries'  existing  long-term  debt is
       retired.  In addition,  payment of certain of the  Programming  Charges has
       been  deferred  until  CalPERS  no  longer  has an  interest  in  the  LLC.
       Programming  Charges  deferred during the three months ended March 31, 1999
       and 1998 were  $37.3  million  and $30.9  million,  respectively.  Deferred
       Programming  Charges were $419.7 million and $382.4 million as of March 31,
       1999 and December 31, 1998, respectively.
  
       Current due to affiliates in the Company's condensed  consolidated  balance
       sheet primarily consists of amounts due to Comcast and its affiliates under
       the  cost-sharing  arrangements  described  above and  amounts  payable  to
       Comcast and its  affiliates  as  reimbursement  for payments  made,  in the
       ordinary course of business, by such affiliates on behalf of the Company.
  
       The Company has entered into a custodial  account  arrangement with Comcast
       Financial  Agency  Corporation  ("CFAC"),  a  wholly  owned  subsidiary  of
       Comcast, under which CFAC provides cash management services to the Company.
       Under this arrangement,  the Company's cash receipts are deposited with and
       held by CFAC, as custodian
  
                                          7
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       and agent,  which invests and disburses  such funds at the direction of the
       Company.  As of March 31, 1999 and  December 31,  1998,  $29.9  million and
       $57.1 million,  respectively, of the Company's cash was held by CFAC. These
       amounts have been  classified as cash held by an affiliate in the Company's
       condensed  consolidated  balance sheet. During the three months ended March
       31, 1999 and 1998, the Company recognized investment income of $0.3 million
       and $1.5 million, respectively, on cash held by CFAC.
  
  7.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its long-term  debt of $11.4
       million and $9.1  million  during the three months ended March 31, 1999 and
       1998,  respectively.  The Company  made cash  payments  for interest on the
       notes payable to  affiliates of $0.2 million  during the three months March
       31, 1999.
  
       The Company  made cash  payments for state income taxes of $0.1 million and
       $0.4  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.
  
       The Federal Communications  Commission ("FCC") and the Company entered into
       a "social  contract" in which the Company has committed to complete certain
       system  upgrades and  improvements by March 1999 in return for which it was
       able,  after  December 31,  1997,  to move a limited  number of  previously
       regulated   programming   services  in  certain  cable   franchises  to  an
       unregulated new product tier. The Company believes it is in full compliance
       with the "social  contract"  and will file a final  report to the FCC on or
       before June 30, 1999.
  
                                          8
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
       Information  for this item is omitted  pursuant to Securities  and Exchange
  Commission General Instruction H to Form 10-Q, except as noted below.
  
  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         $           %
                                                               --------    --------    --------    --------
  Service income.........................................        $604.8      $541.2       $63.6        11.8%
  Operating, selling, general and administrative
     expenses............................................         409.8       368.7        41.1        11.1
                                                               --------    --------
  Operating income before depreciation and
     amortization (1)....................................         195.0       172.5        22.5        13.0
  Depreciation and amortization..........................         194.2       161.9        32.3        20.0
                                                               --------    --------
  Operating income.......................................           0.8        10.6        (9.8)         NM
                                                               --------    --------
  Interest expense.......................................          65.7        53.5        12.2        22.8
  Interest expense on notes payable to affiliates........           1.9        12.9       (11.0)         NM
  Investment income and other, net.......................          (0.7)       (2.3)       (1.6)      (69.6)
  Income tax benefit.....................................         (18.5)      (14.4)        4.1        28.5
  Minority interest......................................          (8.8)       (5.2)        3.6        69.2
                                                               --------    --------
  Net loss...............................................        ($38.8)     ($33.9)       $4.9        14.5%
                                                               ========    ========
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cable communications business 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
       cable  communications  business  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 cable
       communications  industry,  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.
  Of the $63.6 million increase in service income for the three month periods
  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  $41.1  million  increase  in  operating,   selling,   general  and
  administrative  expenses  for the three  month  period  from 1998 to 1999,  $8.9
  million  is   attributable   to  the  effects  of  the   acquisitions  of  cable
  communications  systems, $14.7 million is attributable to increases 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 $16.2 million results from increases in the cost of labor,
  other volume related expenses and costs  associated with new product  offerings.
  It is anticipated that the cost of cable programming will increase in the future
  as cable programming rates increase and additional  sources of cable programming
  become available.
  
       Comcast,  on our  behalf,  has an  affiliation  agreement  with  QVC,  Inc.
  ("QVC"), an electronic  retailer and a majority-owned and controlled  subsidiary
  of Comcast, to carry its programming. In return for carrying QVC programming, we
  receive an allocated  portion,  based upon market share,  of a percentage of net
  sales of merchandise sold to QVC customers located in our
  
                                          9
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  service  area.  For the three months ended March 31, 1999 and 1998,  our service
  income includes $2.6 million and $2.5 million, respectively, relating to QVC.
  
       Comcast,  through  management  agreements,  manages the  operations  of our
  subsidiaries,   including  rebuilds  and  upgrades.  The  management  agreements
  generally  provide that Comcast will  supervise the management and operations of
  the cable systems and arrange for and  supervise  (but not  necessarily  perform
  itself) certain administrative functions. As compensation for such services, the
  agreements  provide for Comcast to charge  management  fees of up to 6% of gross
  revenues.  Comcast charged our subsidiaries management fees of $33.5 million and
  $31.2  million   during  the  three  months  ended  March  31,  1999  and  1998,
  respectively.  These  management  fees are  included  in  selling,  general  and
  administrative  expenses in our condensed  consolidated  statement of operations
  and accumulated deficit.
  
       On our behalf,  Comcast seeks and secures long-term  programming  contracts
  that generally  provide for payment based on either a monthly fee per subscriber
  per channel or a percentage of certain subscriber revenues. Comcast charges each
  of our subsidiaries for programming on a basis which generally  approximates the
  amount each such  subsidiary  would be charged if it purchased such  programming
  directly from the supplier,  subject to limitations  imposed by debt  facilities
  for certain  subsidiaries,  and did not  benefit  from the  purchasing  power of
  Comcast's  consolidated  operations.  Amounts  charged  to  us  by  Comcast  for
  programming (the  "Programming  Charges") are included in operating  expenses in
  our condensed  consolidated  statement of operations and accumulated deficit. We
  purchase certain other services, including insurance and employee benefits, from
  Comcast under  cost-sharing  arrangements on terms that reflect Comcast's actual
  cost. We reimburse  Comcast for certain other costs  (primarily  salaries) under
  cost-reimbursement  arrangements.  Under all of these arrangements,  we incurred
  total expenses of $221.9 million and $190.5  million,  including  $189.8 million
  and $160.9 million of Programming  Charges,  during the three months ended March
  31, 1999 and 1998,  respectively.  The Programming Charges include $18.7 million
  and  $14.0  million  during  the three  months  ended  March 31,  1999 and 1998,
  respectively,  relating to programming  purchased by us, through  Comcast,  from
  suppliers in which Comcast holds an equity interest.
  
       The $32.3 million increase in depreciation and amortization expense for the
  three month period from 1998 to 1999 is primarily attributable to the effects of
  the  acquisitions  of cable  communications  systems  and the effects of capital
  expenditures.  Depreciation and amortization expense for the quarter ended March
  31, 1999 includes the effects of final  purchase price  adjustments  relating to
  certain cable communications systems which we acquired in 1998.
  
       The $12.2 million  increase in interest  expense for the three month period
  from 1998 to 1999 is  primarily  attributable  to the  interest  expense  on our
  $800.0 million  aggregate  principal amount 6.20% senior notes due 2008 which we
  borrowed in November  1998.  We anticipate  that,  for the  foreseeable  future,
  interest  expense will be a  significant  cost to us and will have a significant
  adverse  effect on our  ability  to  realize  net  earnings.  We believe we will
  continue to be able to meet our obligations through our ability both to generate
  operating  income before  depreciation  and  amortization and to obtain external
  financing.
  
       The  $11.0  million  decrease  in  interest  expense  on notes  payable  to
  affiliates   for  the  three  month  period  from  1998  to  1999  is  primarily
  attributable to decreases in the average balance of notes outstanding.
  
       The $4.1 million increase in income tax benefit for the three months period
  from 1998 to 1999 is  primarily  attributable  to an increase in our loss before
  income tax benefit and minority interest.
  
       The $3.6 million  increase in minority  interest for the three month period
  from 1998 to 1999 is  attributable to the effects of an increase in the net loss
  of our majority owned subsidiary, Comcast MHCP Holdings, L.L.C.
  
       For the three  months ended March 31, 1999 and 1998,  our  earnings  before
  income tax benefit and fixed charges  (interest  expense and interest expense on
  notes payable to affiliates) were $10.3 million and $18.1 million, respectively.
  Such  earnings were not adequate to cover our fixed charges of $67.6 million and
  $66.4 million for the three months ended March 31, 1999 and 1998,  respectively.
  Our fixed charges include  non-cash  interest  expense of $1.8 million and $13.0
  million for the three  months ended March 31, 1999 and 1998,  respectively.  The
  inadequacy  of these  earnings to cover fixed  charges is  primarily  due to the
  substantial non-cash charges for depreciation and amortization expense.
  
       We believe  that our losses and the  inadequacy  of our  earnings  to cover
  fixed  charges  will not  significantly  affect  the  performance  of our normal
  business activities because of our existing cash, cash equivalents,  investments
  and cash held by an affiliate, our ability to generate
  
                                         10
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  operating income before  depreciation and amortization and our ability to obtain
  external financing.
  
       We believe that our operations are not materially affected by inflation.
  
                                --------------------
  
  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 our 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 $3.0 million in connection with our Year 2000 remediation program.
  We estimate that we will incur between approximately $5 million to $7 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  Comcast's  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.
  
                                         11
  COMCAST CABLE COMMUNICATIONS, INC. 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:
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K - none.
  
                                         12
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                               COMCAST CABLE COMMUNICATIONS, INC.
  
                                               /S/ LAWRENCE S. SMITH
                                               -----------------------------------
                                               Lawrence S. Smith
                                               Principal Accounting Officer
  
                                               /S/ JOSEPH J. EUTENEUER
                                               -----------------------------------
                                               Joseph J. Euteneuer
                                               Vice President (Authorized Officer)
  
  Date: May 14, 1999
  
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