content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1998
                                         OR
  (  ) Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
               (Exact name of registrant as specified in its charter)
  
         PENNSYLVANIA                                            23-1709202
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                            ___________________________
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No ____
  
                            ___________________________
  
  As of June 30, 1998,  there were  328,639,831  shares of Class A Special  Common
  Stock, 31,792,325 shares of Class A Common Stock and 8,786,250 shares of Class B
  Common Stock outstanding.
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
                                  TABLE OF CONTENTS
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of June 30, 1998 and December 31,
                      1997 (Unaudited)...........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1998 and 1997 (Unaudited)..................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1998 and 1997 (Unaudited)..................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 12
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations...........................................13 - 20
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.........................................21
  
            Item 4.   Submission of Matters to a Vote of Security Holders.......21
  
            Item 6.   Exhibits and Reports on Form 8-K.....................21 - 22
  
            SIGNATURE...........................................................23
  
                            ___________________________
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                    (Dollars in millions, except share data)
                                                                                           June 30,       December 31,
                                                                                             1998             1997
  <S>                                                                                     <C>               <C>      
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................           $516.6            $413.7
     Short-term investments.......................................................             48.5             163.9
     Accounts receivable, less allowance for doubtful
       accounts of $114.3 and $115.0..............................................            485.0             498.8
     Inventories, net.............................................................            314.0             324.0
     Other current assets.........................................................            173.0             159.1
                                                                                          ---------         ---------
         Total current assets.....................................................          1,537.1           1,559.5
                                                                                          ---------         ---------
  INVESTMENTS, principally in affiliates..........................................          1,314.1           1,264.3
                                                                                          ---------         ---------
  PROPERTY AND EQUIPMENT..........................................................          4,742.7           4,285.4
     Accumulated depreciation.....................................................         (1,564.9)         (1,388.5)
                                                                                          ---------         ---------
     Property and equipment, net..................................................          3,177.8           2,896.9
                                                                                          ---------         ---------
  DEFERRED CHARGES................................................................          9,566.2           9,213.3
     Accumulated amortization.....................................................         (2,305.5)         (2,129.8)
                                                                                          ---------         ---------
     Deferred charges, net........................................................          7,260.7           7,083.5
                                                                                          ---------         ---------
                                                                                          $13,289.7         $12,804.2
                                                                                          =========         =========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................         $1,262.9          $1,195.5
     Accrued interest.............................................................             90.8              89.6
     Current portion of long-term debt............................................            103.9             132.7
                                                                                          ---------         ---------
         Total current liabilities................................................          1,457.6           1,417.8
                                                                                          ---------         ---------
  LONG-TERM DEBT, less current portion............................................          6,658.9           6,558.6
                                                                                          ---------         ---------
  DEFERRED INCOME TAXES...........................................................          2,129.0           2,112.2
                                                                                          ---------         ---------
  MINORITY INTEREST AND OTHER.....................................................          1,021.0           1,037.7
                                                                                          ---------         ---------
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS.......................................................                               31.4
                                                                                          ---------         ---------
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 20,000,000 shares; 5% series A convertible,
       no par value, issued, 6,370 at redemption value............................             31.9              31.9
       5.25% series B mandatorily redeemable convertible, $1,000 par value,
       issued, 526,771 and 513,211 at redemption value............................            526.8             513.2
     Class A special common stock, $1 par value - authorized,
       500,000,000 shares; issued, 328,639,831 and 317,025,969....................            328.6             317.0
     Class A common stock, $1 par value - authorized,
       200,000,000 shares; issued, 31,792,325 and 31,793,487 .....................             31.8              31.8
     Class B common stock, $1 par value - authorized,
       50,000,000 shares; issued, 8,786,250 ......................................              8.8               8.8
     Additional capital...........................................................          3,409.7           3,030.6
     Accumulated deficit..........................................................         (2,596.7)         (2,415.9)
     Unrealized gains on marketable securities....................................            293.2             140.7
     Cumulative translation adjustments...........................................            (10.9)            (11.6)
                                                                                          ---------         ---------
         Total stockholders' equity...............................................          2,023.2           1,646.5
                                                                                          ---------         ---------
                                                                                          $13,289.7         $12,804.2
                                                                                          =========         =========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                          (Amounts in millions, except per share data)
                                                                          Six Months Ended          Three Months Ended
                                                                              June 30,                   June 30,
                                                                         1998         1997          1998          1997
  <S>                                                                  <C>          <C>           <C>          <C>   
  REVENUES
     Service income.............................................       $1,606.9     $1,367.9        $791.7       $716.8
     Net sales from electronic retailing........................        1,074.6        947.4         530.0        467.7
                                                                      ---------    ---------     ---------    --------- 
                                                                        2,681.5      2,315.3       1,321.7      1,184.5
                                                                      ---------    ---------     ---------    --------- 
  COSTS AND EXPENSES
     Operating..................................................          758.1        611.3         361.6        313.9
     Cost of goods sold from electronic retailing...............          652.4        571.8         320.0        279.0
     Selling, general and administrative........................          480.2        431.1         237.6        224.2
     Depreciation...............................................          268.8        221.5         131.4        125.7
     Amortization...............................................          257.6        240.9         127.7        124.3
                                                                      ---------    ---------     ---------    --------- 
                                                                        2,417.1      2,076.6       1,178.3      1,067.1
                                                                      ---------    ---------     ---------    --------- 
  
  OPERATING INCOME..............................................          264.4        238.7         143.4        117.4
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................          291.9        278.9         144.3        145.6
     Investment expense (income)................................            1.2        (93.6)         (0.1)       (81.4)
     Equity in net losses of affiliates.........................          237.0        131.2         107.3         61.1
     Gain from equity offering of affiliate.....................          (59.6)
     Other......................................................           (3.5)         4.4          (1.0)        (4.5)
                                                                      ---------    ---------     ---------    --------- 
                                                                          467.0        320.9         250.5        120.8
                                                                      ---------    ---------     ---------    --------- 
  LOSS BEFORE INCOME TAX EXPENSE (BENEFIT), MINORITY
     INTEREST AND EXTRAORDINARY ITEMS...........................         (202.6)       (82.2)       (107.1)        (3.4)
  
  INCOME TAX EXPENSE (BENEFIT)..................................            0.3         36.9          (0.3)        27.0
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................         (202.9)      (119.1)       (106.8)       (30.4)
  
  MINORITY INTEREST.............................................          (39.2)       (39.8)        (22.0)       (15.8)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................         (163.7)       (79.3)        (84.8)       (14.6)
  
  EXTRAORDINARY ITEMS...........................................                       (22.8)                     (22.8)
                                                                      ---------    ---------     ---------    --------- 
  
  NET LOSS......................................................         (163.7)      (102.1)        (84.8)       (37.4)
  
  PREFERRED DIVIDENDS...........................................          (14.3)        (0.8)         (7.2)        (0.4)
                                                                      ---------    ---------     ---------    --------- 
  
  NET LOSS FOR COMMON STOCKHOLDERS..............................        ($178.0)     ($102.9)       ($92.0)      ($37.8)
                                                                      =========    =========     =========    ========= 
  
  ACCUMULATED DEFICIT
     Beginning of period .......................................      ($2,415.9)   ($2,127.1)    ($2,503.3)   ($2,205.3)
     Net loss...................................................         (163.7)      (102.1)        (84.8)       (37.4)
     Common dividends - $.0467, $.0467, $.0233 and $.0233
       per share................................................          (17.1)       (15.7)         (8.6)        (8.2)
     Retirement of common stock.................................                       (17.7)                     (11.7)
                                                                      ---------    ---------     ---------    --------- 
     End of period..............................................      ($2,596.7)   ($2,262.6)    ($2,596.7)   ($2,262.6)
                                                                      =========    =========     =========    ========= 
  
  LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE
     Loss before extraordinary items............................          ($.49)       ($.25)        ($.25)       ($.05)
     Extraordinary items........................................                        (.07)                      (.07)
                                                                      ---------    ---------     ---------    --------- 
          Net loss..............................................          ($.49)       ($.32)        ($.25)       ($.12)
                                                                      =========    =========     =========    ========= 
  
  WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING DURING THE PERIOD..............................          363.5        325.3         369.0        324.8
                                                                      =========    =========     =========    ========= 
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                             (Dollars in millions)
                                                                                           Six  Months Ended June 30,
                                                                                             1998             1997
  <S>                                                                                     <C>               <C>     
  OPERATING ACTIVITIES
     Net loss.....................................................................          ($163.7)          ($102.1)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation...............................................................            268.8             221.5
       Amortization...............................................................            257.6             240.9
       Non-cash interest expense, net.............................................             21.6              26.8
       Equity in net losses of affiliates.........................................            237.0             131.2
       Gain from equity offering of affiliate.....................................            (59.6)
       Non-cash investment expense (income), net..................................             32.5             (70.2)
       Minority interest..........................................................            (39.2)            (39.8)
       Extraordinary items........................................................                               22.8
       Deferred income taxes and other............................................            (76.4)            (12.8)
                                                                                           --------          --------
                                                                                              478.6             418.3
       Changes in working capital accounts........................................            (40.5)             18.1
                                                                                           --------          --------
             Net cash provided by operating activities............................            438.1             436.4
                                                                                           --------          --------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................          1,029.4           2,958.0
     Retirement and repayment of debt.............................................           (815.9)         (2,940.3)
     Issuance of preferred stock..................................................                              500.0
     Issuances of common stock, net...............................................             13.9             498.5
     Repurchases of common stock, net.............................................                              (33.6)
     Dividends....................................................................            (17.9)            (16.5)
     Deferred financing costs.....................................................             (4.5)            (43.2)
     Other........................................................................              2.2               1.8
                                                                                           --------          --------
             Net cash provided by financing activities............................            207.2             924.7
                                                                                           --------          --------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...........................................           (219.4)           (125.8)
     Proceeds from sales of short-term investments, net...........................            115.4             127.2
     Investments, principally in affiliates.......................................            (83.4)            (78.5)
     Proceeds from sales of and distribution from long-term investments...........              0.7              95.7
     Proceeds from investee's repayment of loan...................................             74.7              25.2
     Proceeds from sales of call options..........................................             20.7
     Capital expenditures.........................................................           (419.6)           (447.1)
     Additions to deferred charges................................................            (30.0)            (24.1)
     Other........................................................................             (1.5)             (0.4)
                                                                                           --------          --------
             Net cash used in investing activities................................           (542.4)           (427.8)
                                                                                           --------          --------
  
  INCREASE IN CASH AND CASH EQUIVALENTS...........................................            102.9             933.3
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................            413.7             331.3
                                                                                           --------          --------
  
  CASH AND CASH EQUIVALENTS, end of period........................................           $516.6          $1,264.6
                                                                                           ========          ========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1998,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1998  and  1997  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1998
       and 1997 have been prepared by Comcast Corporation (the "Company") and have
       not been audited by the Company's  independent  auditors. In the opinion of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations and cash flows as of June 30, 1998 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, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1998
       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  ("FASB")  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 Income
       In June  1997,  the FASB  issued  SFAS No.  130,  "Reporting  Comprehensive
       Income."  This  statement,  which  establishes  standards for reporting and
       disclosure  of  comprehensive  income,  is effective for interim and annual
       periods beginning after December 15, 1997. The Company adopted SFAS No. 130
       effective January 1, 1998. Total  comprehensive  loss for the six and three
       months ended June 30, 1998 and 1997 was $10.5 million,  $98.4 million, $3.8
       million and $21.2 million, respectively.  Total comprehensive income (loss)
       includes  net  income  (loss),  unrealized  gains  (losses)  on  marketable
       securities and foreign currency  translation gains (losses) for the periods
       presented.
  
       Loss for Common Stockholders Per Common Share
       Loss for common  stockholders  per common share is computed by dividing net
       loss, after deduction of preferred stock dividends, by the weighted average
       number of common shares outstanding during the period.
  
       For the six and three  months ended June 30, 1998 and 1997,  the  Company's
       potential common shares of 47.0 million shares,  62.5 million shares,  47.0
       million shares and 62.5 million shares, respectively,  have an antidilutive
       effect on loss for common  stockholders  per common  share and,  therefore,
       have not been used in  determining  the total  weighted  average  number of
       common shares outstanding.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
                                          5
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   SIGNIFICANT EVENTS
  
       Investment in Jones Intercable
       In May 1998,  the  Company  agreed to  purchase  from BCI  Telecom  Holding
       ("BTH") 6.4 million Class A Common Shares in Jones Intercable, Inc. ("Jones
       Intercable"),  and a 49%  interest  in the BTH  subsidiaries  which were to
       continue  to own BTH's  remaining  6.4 million  shares of Jones  Intercable
       Class A Common  Stock.  At the same  time,  the  Company  agreed to acquire
       approximately  2.9 million shares of Common Stock of Jones  Intercable (the
       "Control  Shares"),  if and when  acquired by BTH from  affiliates of Jones
       Intercable's controlling shareholder under an existing option (the "Control
       Option") to acquire such shares (which absent  extraordinary  circumstances
       would not have been  exercisable  until December 2001).  The Company was to
       purchase the remaining 51% of the BTH subsidiaries  when the Control Shares
       were acquired.  The Company,  BTH, Jones Intercable and Jones  Intercable's
       controlling shareholder agreed on August 12, 1998 to accelerate the Control
       Option  to  permit  its  early  exercise  and  the  early  closing  of  the
       transactions  with BTH. At closing  (expected to occur in the first quarter
       of  1999),  the  Company  will pay BTH a total of $500  million  in cash to
       acquire the 12.8 million  shares of Jones  Intercable  Class A Common Stock
       and $200 million in cash to acquire the Control Shares.  After closing, the
       Company  will  control  approximately  37% of the  economic  and 47% of the
       voting interest in Jones Intercable.  In addition,  the Control Shares will
       represent shares having the right to elect  approximately  75% of the Board
       of Directors of Jones  Intercable.  The  transaction  will be funded either
       with new  borrowings,  with  available  borrowings  under existing lines of
       credit or by other  means.  Jones  Intercable,  a public  company,  owns or
       manages cable operations serving approximately 1.4 million customers.
  
       Sale of Comcast UK Cable
       In February 1998, Comcast UK Cable Partners Limited ("Comcast UK Cable"), a
       consolidated subsidiary of the Company, entered into a definitive agreement
       to   be   acquired   by   NTL   Incorporated    ("NTL"),   an   alternative
       telecommunications  company  in the  United  Kingdom  ("UK").  Pursuant  to
       certain conditions, the Company may receive up to 4.8 million shares of NTL
       common  stock in exchange for all of the shares of Comcast UK Cable held by
       the Company (the "NTL  Transaction").  Certain  conditions agreed to in the
       NTL Transaction restrict the Company's ability to sell the NTL common stock
       to be  received  for a period  of 180 days  after  the  closing  of the NTL
       Transaction.  The NTL Transaction is expected to close in 1998,  subject to
       the receipt of necessary regulatory and shareholder approvals,  the consent
       of the  bondholders  of Comcast UK Cable and NTL, as well as the consent of
       certain NTL bank  lenders.  As of June 30, 1998 and for the six months then
       ended,  the assets and revenues of Comcast UK Cable totaled  $856.4 million
       and $60.4 million, respectively.
  
       AT&T Acquisition of TCGI
       In January 1998, AT&T Corporation ("AT&T") entered into a definitive merger
       agreement with Teleport  Communications Group, Inc. ("TCGI").  Upon closing
       of the merger  (the  "AT&T  Transaction")  on July 23,  1998,  the  Company
       received 24.2 million shares of unregistered  AT&T common stock in exchange
       for the 25.6 million shares of TCGI Class B Stock,  representing all of the
       shares of TCGI held by the Company.  The Company has  registration  rights,
       subject to customary restrictions,  which would allow the Company to effect
       a registration  of the AT&T shares  received.  The Company's  investment in
       AT&T  common  stock  had a  fair  value,  prior  to  consideration  of  the
       restrictions  on the AT&T common stock,  of  approximately  $1.416 billion,
       based on the quoted  market price of $58.625 per share of AT&T common stock
       as of July 23, 1998.
  
  4.   INVESTMENTS, PRINCIPALLY IN AFFILIATES
  <TABLE>
  <CAPTION>
                                                                        June 30,       December 31,
                                                                          1998             1997
                                                                           (Dollars in millions)
  <S>                                                                    <C>               <C>   
             Equity method..........................................     $596.5            $867.6
             Fair value method......................................      583.1             346.5
             Cost method............................................      134.5              50.2
                                                                       --------          --------
                                                                       $1,314.1          $1,264.3
                                                                       ========          ========
  </TABLE>
  
                                          6
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Equity Method
       The Company records its proportionate interests in the net income (loss) of
       substantially  all of its  investees,  other  than  the UK  Investees  (see
       below), three months in arrears.  The Company holds interests  representing
       less than 20% of the total  outstanding  ownership  interests in certain of
       its equity  method  investees.  The equity method of accounting is utilized
       for  these  investments  based  on the  type of  investment  (e.g.  general
       partnership interest), board representation, participation in a controlling
       investor group,  significant  shareholder  rights or a combination of these
       and  other  factors.   The  Company's   recorded   investments  exceed  its
       proportionate  interests in the book value of the  investees' net assets by
       $162.0  million as of June 30,  1998  (primarily  related to the  Company's
       investments in The Golf Channel and Sprint PCS (see below)). Such excess is
       being amortized to equity in net income or loss, primarily over a period of
       twenty  years,  which  is  consistent  with  the  estimated  lives  of  the
       underlying assets. The original cost of investments accounted for under the
       equity method totaled $1.374 billion and $1.454 billion as of June 30, 1998
       and December 31, 1997, respectively.
  
       Summarized financial  information for the Company's equity method investees
       is presented below (dollars in millions):
  <TABLE>
  <CAPTION>
                                                                       Sprint                  UK
                                                                         PCS       TCGI     Investees    Other    Combined
  <S>                                                               <C>         <C>          <C>        <C>      <C>    
  Six Months Ended June 30, 1998:
     Combined Results of Operations
       Revenues, net............................................       $285.0     $310.5     $116.1     $535.3   $1,246.9
       Operating, selling, general and
         administrative expenses................................        871.5      301.3       90.2      576.3    1,839.3
       Depreciation and amortization............................        238.4       97.1       40.8       43.5      419.8
       Operating loss...........................................       (824.9)     (87.9)     (14.9)     (84.5)  (1,012.2)
       Net loss (a).............................................     (1,058.0)    (134.7)     (50.6)    (113.9)  (1,357.2)
  
     Company's Equity in Net Loss
       Equity in current period net loss........................      ($158.7)    ($19.7)    ($18.2)    ($37.3)   ($233.9)
       Amortization expense.....................................         (1.5)                 (0.3)      (1.3)      (3.1)
                                                                     --------   --------    -------   --------   -------- 
         Total equity in net loss...............................      ($160.2)    ($19.7)    ($18.5)    ($38.6)   ($237.0)
                                                                     ========   ========    =======   ========   ======== 
  
  Three Months Ended June 30, 1998:
     Combined Results of Operations
       Revenues, net............................................       $143.8     $160.1      $58.8     $244.6     $607.3
       Operating, selling, general and
         administrative expenses................................        393.5      147.2       45.2      258.0      843.9
       Depreciation and amortization............................        115.7       49.1       21.1       14.4      200.3
       Operating loss...........................................       (365.4)     (36.2)      (7.5)     (27.8)    (436.9)
       Net loss (a).............................................       (498.6)     (62.2)     (20.5)     (41.3)    (622.6)
  
     Company's Equity in Net Loss
       Equity in current period net loss........................       ($74.8)     ($9.1)     ($7.8)    ($14.5)   ($106.2)
       Amortization expense.....................................         (0.7)                 (0.1)      (0.3)      (1.1)
                                                                     --------   --------    -------   --------   -------- 
         Total equity in net loss...............................       ($75.5)     ($9.1)     ($7.9)    ($14.8)   ($107.3)
                                                                     ========   ========    =======   ========   ======== 
  
  Combined Financial Position
  
  As of June 30, 1998:
       Current assets...........................................       $378.3     $481.5      $37.7     $202.0   $1,099.5
       Noncurrent assets........................................      5,997.5    2,028.9      725.3      897.4    9,649.1
       Current liabilities......................................        513.7      452.4       73.0      736.9    1,776.0
       Noncurrent liabilities...................................      4,418.8    1,074.4      620.8      437.7    6,551.7
  <FN>
  --------
  (a)  See footnote 1 on page 8.
  </FN>
  </TABLE>
  
                                          7
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                       Sprint                  UK
                                                                         PCS       TCGI     Investees    Other    Combined
  <S>                                                                <C>        <C>        <C>        <C>       <C>     
  Six Months Ended June 30, 1997:
     Combined Results of Operations
       Revenues, net............................................        $13.6     $184.2      $92.9     $442.3     $733.0
       Operating, selling, general and
         administrative expenses................................        351.5      171.9       82.2      456.4    1,062.0
       Depreciation and amortization............................         43.8       56.2       36.0       54.1      190.1
       Operating loss...........................................       (381.7)     (43.9)     (25.3)     (68.2)    (519.1)
       Net loss (1).............................................       (398.8)     (87.7)     (44.8)     (89.6)    (620.9)
  
     Company's Equity in Net Loss
       Equity in current period net loss (2)....................       ($59.8)    ($14.2)    ($16.7)    ($36.3)   ($127.0)
       Amortization expense.....................................         (0.1)      (0.4)      (0.3)      (3.4)      (4.2)
                                                                     --------   --------    -------   --------   -------- 
         Total equity in net loss...............................       ($59.9)    ($14.6)    ($17.0)    ($39.7)   ($131.2)
                                                                     ========   ========    =======   ========   ======== 
  
  Three Months Ended June 30, 1997:
     Combined Results of Operations
       Revenues, net............................................         $9.5      $96.8      $48.4     $241.2     $395.9
       Operating, selling, general and
         administrative expenses................................        165.9       90.7       42.0      240.8      539.4
       Depreciation and amortization............................         34.4       29.8       18.6       24.1      106.9
       Operating loss...........................................       (190.8)     (23.7)     (12.2)     (23.7)    (250.4)
       Net loss (1).............................................       (215.5)     (45.0)     (22.6)     (38.8)    (321.9)
  
     Company's Equity in Net Loss
       Equity in current period net loss........................       ($32.3)     ($7.4)     ($8.3)    ($11.2)    ($59.2)
       Amortization expense.....................................                    (0.2)      (0.2)      (1.5)      (1.9)
                                                                     --------   --------    -------   --------   -------- 
         Total equity in net loss...............................       ($32.3)     ($7.6)     ($8.5)    ($12.7)    ($61.1)
                                                                     ========   ========    =======   ========   ======== 
  
  <FN>
       --------
       (1) Net  loss  also  represents  loss  from  continuing  operations  before
           extraordinary  items and  cumulative  effect of changes  in  accounting
           principle.
       (2) As a result of the  acquisition of E!  Entertainment  Television,  Inc.
           ("E!  Entertainment")  on March 31, 1997, the Company recorded a charge
           representing  the  cumulative  amount that would have been recorded had
           the Company accounted for its investment in E! Entertainment  under the
           equity  method since the date of initial  investment  (the  "Cumulative
           Charge"). Since the Company's proportionate share of E! Entertainment's
           cumulative losses was in excess of the Company's  historical cost basis
           in E!  Entertainment  and as  the  Company  was  under  no  contractual
           obligation  to fund the  losses  of E!  Entertainment,  the  Cumulative
           Charge was  limited  to the  Company's  historical  cost basis of $12.1
           million.  Such amount is included in equity in net losses of affiliates
           in the Company's  condensed  consolidated  statement of operations  and
           accumulated deficit for the six months ended June 30, 1997 as it is not
           significant  for  restatement  of the  Company's  prior year  financial
           statements.
  </FN>
  </TABLE>
  
       Sprint  PCS.   The  Company,   Tele-Communications,   Inc.   ("TCI"),   Cox
       Communications,  Inc.  ("Cox," and  together  with the Company and TCI, the
       "Cable Partners") and Sprint  Corporation  ("Sprint," and together with the
       Cable  Partners,  the  "Parents"),  engage in the  wireless  communications
       business  through a  limited  partnership  known as  "Sprint  Spectrum"  or
       "Sprint  PCS." The Company  made its initial  investment  in 1994 to hold a
       general and limited partnership  interest of 15% in Sprint PCS. The Parents
       had  committed  to  contribute  $4.2  billion in cash to Sprint PCS through
       1999, of which the Company's share was $630.0 million. As of June 30, 1998,
       the  Company  had  contributed  $609.5  million  of  its  original  funding
       commitment. Under the terms of the Restructuring Agreement described below,
       the Company has loaned $60.0 million to Sprint PCS, and no further  amounts
       are due with respect to the balance of the original funding commitment.
  
                                          8
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       In May  1998,  the  Parents  announced  an  agreement  (the  "Restructuring
       Agreement")  under which Sprint would assume total ownership and management
       control of Sprint PCS.
  
       At closing of the Restructuring Agreement, Sprint will issue a new class of
       Sprint stock (the "Sprint PCS Stock") to track the  performance of Sprint's
       combined  wireless  operations.  Initially,  the  Company  will  receive an
       approximate  11.4%  interest  in the Sprint PCS Stock in  exchange  for its
       interests in Sprint PCS. The  Restructuring  Agreement also contemplates an
       initial public offering  ("IPO") of Sprint PCS Stock to occur  concurrently
       with the above,  followed by the  distribution of Sprint's  interest in the
       Sprint  PCS  Stock  to its  existing  shareholders.  If the  IPO can not be
       completed at that time,  the  shareholder  distribution  will be made.  The
       Cable  Partners'  interests  in the  Sprint  PCS  Stock  would  be  reduced
       proportionately  by the amount of ownership  interests issued in connection
       with the IPO, and in connection with any purchases made at that time by two
       of Sprint's major shareholders under existing anti-dilution rights - France
       Telecom  S.A.  ("France   Telecom")  and  Deutsche  Telekom  AG  ("Deutsche
       Telekom").
  
       The Sprint PCS Stock will be divided  into three  categories:  (i) Series 1
       (one vote per share) to be held by the public, (ii) Series 2 (1/10 vote per
       share  other  than in class  votes) to be held by the Cable  Partners,  and
       (iii)  Series 3 (one  vote per  share)  to be held by  France  Telecom  and
       Deutsche Telekom. Under the terms of the Restructuring Agreement, the Cable
       Partners have registration rights, subject to customary  restrictions,  and
       certain anti-dilution rights of France Telecom and Deutsche Telekom,  that,
       if used, will permit the  monetization of their Sprint PCS holdings through
       equity offerings or derivatives.  If the Series 2 shares are transferred by
       a Cable Partner, the transferred shares become full vote Series 1 shares.
  
       The  Restructuring  Agreement is expected to close in 1998,  subject to the
       receipt of necessary regulatory and shareholder approvals.
  
       TCGI.  In  November  1997,  TCGI filed a  registration  statement  with the
       Securities and Exchange Commission to sell 7.3 million shares of TCGI Class
       A Stock  (the  "TCGI  Offering").  As a result  of the TCGI  Offering,  the
       Company  recognized a $59.6 million increase in its proportionate  share of
       TCGI's net assets as a gain from equity offering of affiliate. Such pre-tax
       gain is included  in the  Company's  condensed  consolidated  statement  of
       operations and  accumulated  deficit for the six months ended June 30, 1998
       as the  Company  records its  proportionate  share of TCGI's net losses one
       quarter in arrears.
  
       UK  Investees.  As of June 30, 1998,  Comcast UK Cable (see Note 3) holds a
       27.5% interest in Birmingham Cable Corporation Limited and a 50.0% interest
       in Cable London PLC.
  
       Comcast-Spectacor.  Effective  January 1,  1998,  the  Company's  condensed
       consolidated   financial   statements   include  the  accounts  of  Comcast
       Spectacor,  L.P.  ("Comcast-Spectacor"),  an affiliate previously accounted
       for under the equity method, due to certain call rights held by the Company
       which became exercisable effective January 16, 1998.
  
       Other.  The Company's other equity investees  include  investments in cable
       communications   (including   Garden  State   Cablevision   L.P.,  a  cable
       communications company serving more than 210,000 subscribers as of June 30,
       1998 in the  State  of New  Jersey),  cellular/PCS  telecommunications  and
       content providers.  The Company does not consider these other equity method
       investments to be individually  significant to its  consolidated  financial
       position, results of operations or liquidity.
  
       Restructuring of Primestar's Operations.  As of March 31, 1998, the Company
       held a 10.4% general and limited partnership interest in PRIMESTAR Partners
       L.P.  ("Primestar"),  which was  principally  engaged  in the  business  of
       acquiring,  originating and/or providing  television  programming  services
       delivered by satellite  through a network of  distributors,  including  the
       Company, throughout the United States ("US").
  
       The Company,  through a wholly owned subsidiary,  distributed the Primestar
       DBS service (the "Primestar Service") to subscribers within specified areas
       of 19 states in the US. As of March 31,  1998,  the  Company  provided  the
       Primestar Service to more than 189,000 subscribers.
  
                                          9
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       On February 6, 1998,  the Company  entered  into a Merger and  Contribution
       Agreement (the "Merger and Contribution  Agreement") with Primestar and the
       affiliates  of each of the  other  partners  of  Primestar,  including  TCI
       Satellite Entertainment, Inc. ("TSAT"), a publicly-traded company, pursuant
       to which the Company's DBS operations,  the Company's partnership interests
       in Primestar and the Primestar partnership interests and the DBS operations
       of the other  partners of Primestar  were to be  consolidated  into a newly
       formed  company  ("New  Primestar").  Under  the  terms of the  Merger  and
       Contribution Agreement,  which closed on April 1, 1998, in exchange for the
       Company's DBS operations and equity  interest in Primestar,  New Primestar,
       through a series of  transactions,  assumed  $74.7 million of the Company's
       debt and the Company  received 9.5% of New Primestar  common  equity,  both
       subject to adjustment  based on the number of the Company's  subscribers to
       the Primestar Service,  inventory amounts and other factors.  Subsequent to
       the Merger and Contribution Agreement, New Primestar repaid indebtedness of
       $74.7 million to the Company.  During the three months ended June 30, 1998,
       the Company  recognized  a pre-tax  gain on the  exchange of $9.9  million.
       Subject to receipt of regulatory  approval and other conditions,  TSAT will
       merge  with  and into  New  Primestar  in a  transaction  in  which  TSAT's
       outstanding  common  shares  will be  exchanged  for  common  shares of New
       Primestar.
  
       In June 1997, Primestar entered into an agreement with The News Corporation
       Limited, MCI  Telecommunications  Corporation and American Sky Broadcasting
       LLC ("ASkyB"),  pursuant to which Primestar (or, under certain  conditions,
       New Primestar)  will acquire  certain  assets  relating to a high-power DBS
       business (the "ASkyB Transaction"). In exchange for such assets, ASkyB will
       receive  non-voting  securities of New Primestar  that will be  convertible
       into  non-voting  common stock of New  Primestar,  and,  accordingly,  will
       reduce  the  Company's   common   equity   interest  in  New  Primestar  to
       approximately 7% on a fully diluted basis, subject to adjustment.
  
       On May 12,  1998,  the  Antitrust  Division  of the  Department  of Justice
       ("DOJ")  filed a  Complaint  in the United  States  District  Court for the
       District of Columbia seeking to permanently  enjoin the ASkyB  Transaction,
       or,  in the  alternative,  requiring  that the  cable  stockholders  of New
       Primestar,  including the Company,  divest their ownership interests in New
       Primestar.  All parties  have  answered the DOJ's  complaint.  Discovery is
       underway and a trial date has been set for early 1999.
  
       Fair Value Method
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies,  with an  historical  cost of $132.1  million and $130.0
       million  as of June 30,  1998 and  December  31,  1997,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $583.1  million  and $346.5
       million  as of June 30,  1998 and  December  31,  1997,  respectively.  The
       unrealized  pre-tax  gains as of June 30,  1998 and  December  31,  1997 of
       $451.0 million and $216.5 million, respectively,  have been reported in the
       Company's   condensed   consolidated   balance  sheet  as  a  component  of
       stockholders'  equity, net of related deferred income tax expense of $157.8
       million and $75.8 million, respectively.
  
       In March 1998, the Company sold call options  relating to its  unrestricted
       equity investments in TCI, TCI Ventures Group, Inc. and Liberty Media Group
       common  stock  (together,  the "TCI  Stock") for $20.7  million.  Such call
       options expire between March and September  1999.  During the six and three
       months ended June 30, 1998, the Company recorded pre-tax investment expense
       of $40.2 million and $25.6 million,  respectively,  related to the increase
       in the value of the call options.
  
  5.   LONG-TERM DEBT
  
       Redemption of 1 1/8% Debentures
       In March 1998,  the Company  completed the redemption of its $541.9 million
       principal amount 1 1/8% discount  convertible  subordinated  debentures due
       2007 (the "1 1/8%  Debentures").  The Company issued 10.4 million shares of
       its  Class A  Special  Common  Stock  upon  conversion  of  $540.2  million
       principal amount of 1 1/8% Debentures  while $1.7 million  principal amount
       of 1 1/8% Debentures was redeemed for cash at a redemption price of 67.112%
       of  the  principal   amount,   together  with  accrued  interest   thereon.
       Stockholders'  equity was increased by the full amount of 1 1/8% Debentures
       converted plus accrued interest,  less unamortized debt acquisition  costs.
       Unamortized  debt  acquisition  costs  related  to  the 1  1/8%  Debentures
       redeemed for cash were not significant. The issuance of the
  
                                         10
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Company's  Class A  Special  Common  Stock  upon  conversion  of the 1 1/8%
       Debentures had no impact on the Company's condensed  consolidated statement
       of cash flows due to its noncash nature.
  
       Interest Rates
       As of June 30, 1998 and December 31, 1997, the Company's effective weighted
       average  interest  rate on its  long-term  debt  outstanding  was 8.42% and
       8.36%, respectively.
  
       Lines of Credit
       As of July 31, 1998,  certain  subsidiaries of the Company had unused lines
       of credit of $1.164 billion.  The  availability and use of the unused lines
       of credit is restricted by the covenants of the related debt agreements and
       to subsidiary general purposes and dividend declaration.
  
  6.   STOCKHOLDERS' EQUITY
  
       In April 1997, in connection with the Company's market  repurchase  program
       which  terminated in May 1997,  the Company sold put options on 2.0 million
       shares of its Class A Special Common Stock. The put options,  which expired
       unexercised  during the three months  ended June 30, 1998,  gave the holder
       the right to require the Company to  repurchase  such shares at a specified
       price on specific dates in April and May 1998. Upon expiration, the Company
       reclassified $31.4 million,  the amount it would have been obligated to pay
       to repurchase such shares had the put options been  exercised,  from common
       equity  put  options  to  additional  capital  in the  Company's  condensed
       consolidated balance sheet.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made cash  payments  for  interest of $262.6  million,  $233.8
       million,  $198.5 million and $116.7 million during the six and three months
       ended June 30, 1998 and 1997, respectively.
  
       The Company made cash  payments for income  taxes of $88.1  million,  $75.0
       million,  $73.0 million and $56.7  million  during the six and three months
       ended June 30, 1998 and 1997, respectively.
  
  8.   CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
  
                                         11
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  9.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in millions)
  <TABLE>
  <CAPTION>
                                                       Domestic
                                                         Cable        Electronic      Cellular       Corporate
                                                    Communications     Retailing   Communications   and Other (1)     Total
  <S>                                                   <C>            <C>              <C>             <C>          <C>     
  Six Months Ended June 30, 1998
  Revenues, net...............................          $1,109.5       $1,074.6         $221.3          $276.1       $2,681.5
  Depreciation and amortization...............             323.6           58.4           57.7            86.7          526.4
  Operating income (loss).....................             201.8          129.5           31.0           (97.9)         264.4
  Interest expense............................             107.9           26.4           53.3           104.3          291.9
  Capital expenditures........................             293.7           41.6           17.4            66.9          419.6
  Equity in net losses of affiliates..........                                                           237.0          237.0
  
  Three Months Ended June 30, 1998
  Revenues, net...............................            $568.3         $530.0         $115.9          $107.5       $1,321.7
  Depreciation and amortization...............             161.7           28.9           29.7            38.8          259.1
  Operating income (loss).....................             114.3           63.8           19.5           (54.2)         143.4
  Interest expense............................              54.4           13.1           26.1            50.7          144.3
  Capital expenditures........................             153.4           22.1           13.0            32.0          220.5
  Equity in net losses of affiliates..........                                                           107.3          107.3
  
  As of June 30, 1998
  Assets......................................          $6,254.7       $2,221.0       $1,455.6        $3,358.4      $13,289.7
  Long-term debt, less current portion........           2,709.1          725.0        1,249.3         1,975.5        6,658.9
  
  Six Months Ended June 30, 1997
  Revenues, net...............................          $1,021.9         $947.4         $220.3          $125.7       $2,315.3
  Depreciation and amortization...............             306.8           51.6           53.6            50.4          462.4
  Operating income (loss).....................             169.9          103.0           35.0           (69.2)         238.7
  Interest expense............................             119.9           27.9           52.1            79.0          278.9
  Capital expenditures........................             251.5           41.1           57.9            96.6          447.1
  Equity in net losses of affiliates..........                                                           131.2          131.2
  
  Three Months Ended June 30, 1997
  Revenues, net...............................            $520.8         $467.7         $116.2           $79.8       $1,184.5
  Depreciation and amortization...............             168.0           24.8           25.6            31.6          250.0
  Operating income (loss).....................              78.4           50.7           25.3           (37.0)         117.4
  Interest expense............................              63.2           13.9           28.1            40.4          145.6
  Capital expenditures........................             144.9           26.1           40.0            56.1          267.1
  Equity in net losses of affiliates..........                                                            61.1           61.1
  <FN>
  ---------------
  (1)  Other includes certain operating  businesses,  including  Comcast-Spectacor
       (effective  January  1,  1998) and E!  Entertainment  (effective  March 31,
       1997),   the  Company's   consolidated  UK  cable  and   telecommunications
       operations,  the  Company's  DBS  operations  (prior to April 1,  1998) and
       elimination entries related to the segments presented.
  </FN>
  </TABLE>
  
                                         12
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures have been provided through the Company's  financing  activities and
  sales of long-term  investments,  as well as its existing cash, cash equivalents
  and short-term investments.
  
  General Developments of Business
  
  See Note 3 to the Company's condensed consolidated financial statements included
  in Item 1.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term  investments as of June 30,
  1998 were $565.1 million.  As of June 30, 1998,  $402.8 million of the Company's
  cash,  cash  equivalents  and  short-term  investments  is  restricted to use by
  subsidiaries of the Company under contractual or other  arrangements,  including
  $154.0 million which is restricted to use by Comcast UK Cable  Partners  Limited
  ("Comcast UK Cable"), a consolidated subsidiary of the Company.
  
  The Company's cash  equivalents and short-term  investments are recorded at cost
  which approximates their fair value. As of June 30, 1998, short-term investments
  have a weighted average maturity of approximately eight months.
  
  Investments
  See Notes 3 and 4 to the Company's condensed  consolidated  financial statements
  included in Item 1.
  
  The Company does not have any significant  contractual  commitments with respect
  to any of its investments.  However, to the extent the Company does not fund its
  investees'  capital  calls,  it  exposes  itself to  dilution  of its  ownership
  interests. The Company continually evaluates its existing investments as well as
  new investment opportunities.
  
  Financing
  As of June 30,  1998 and  December  31,  1997,  the  Company's  long-term  debt,
  including current portion, was $6.763 billion and $6.691 billion,  respectively,
  of which 22.6% and 17.1%,  respectively,  was at variable  rates. As of July 31,
  1998,  certain  subsidiaries of the Company had unused lines of credit of $1.164
  billion.  The availability and use of these unused lines of credit is restricted
  by the  covenants  of the related  debt  agreements  and to  subsidiary  general
  purposes  and dividend  declaration.  As of June 30, 1998 and December 31, 1997,
  the Company's  effective  weighted  average  interest rate on its long-term debt
  outstanding was 8.42% and 8.36%, respectively.
  
  In March 1998,  the  Company  completed  the  redemption  of its $541.9  million
  principal amount 1 1/8% discount  convertible  subordinated  debentures due 2007
  (the "1 1/8% Debentures"). The Company issued 10.4 million shares of its Class A
  Special  Common Stock upon  conversion of $540.2 million  principal  amount of 1
  1/8%  Debentures  while $1.7 million  principal  amount of 1 1/8% Debentures was
  redeemed  for cash at a  redemption  price of 67.112% of the  principal  amount,
  together with accrued interest  thereon.  Stockholders'  equity was increased by
  the full amount of 1 1/8%  Debentures  converted  plus  accrued  interest,  less
  unamortized debt acquisition  costs.  Unamortized debt acquisition costs related
  to the 1 1/8% Debentures redeemed for cash were not significant. The issuance of
  the  Company's  Class A  Special  Common  Stock  upon  conversion  of the 1 1/8%
  Debentures had no impact on the Company's  condensed  consolidated  statement of
  cash flows due to its noncash nature.
  
                         __________________________________
  
                                         13
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  The telecommunications  industry,  including cable and cellular  communications,
  and the electronic  retailing industry are experiencing  increasing  competition
  and rapid technological changes. The Company's future results of operations will
  be affected by its  ability to react to changes in the  competitive  environment
  and by its ability to implement new technologies.  However, the Company believes
  that competition,  technological  changes and its history of significant  losses
  will not significantly affect its ability to obtain financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments and lines of credit and other external financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  increased  $102.9  million as of June 30,  1998 from
  December 31, 1997 and increased $933.3 million as of June 30, 1997 from December
  31, 1996.  Changes in cash and cash  equivalents  resulted  from cash flows from
  operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities amounted to $438.1 million and $436.4
  million  for the six months  ended  June 30,  1998 and 1997,  respectively.  The
  increase of $1.7 million is  principally  due to the  increase in the  Company's
  operating  income  before   depreciation  and  amortization   (see  "Results  of
  Operations")  and  changes  in  working  capital  as a result  of the  timing of
  receipts  and  disbursements,  including  the  effects of the  consolidation  of
  Comcast  Spectacor,  L.P.  ("Comcast-Spectacor")  effective January 1, 1998 (see
  Note 4 to the Company's condensed  consolidated financial statements included in
  Item  1)  and  the  acquisition  of  E!  Entertainment  Television,   Inc.  ("E!
  Entertainment") on March 31, 1997 (the "E! Acquisition").
  
  Net cash provided by financing  activities was $207.2 million and $924.7 million
  for the six months  ended June 30, 1998 and 1997,  respectively.  During the six
  months  ended June 30,  1998,  the Company  borrowed  $1.029  billion and repaid
  $815.9  million  of  its  long-term  debt,  primarily  in  connection  with  the
  refinancing  of certain  subsidiary  indebtedness  in March 1998.  In  addition,
  during the six months  ended June 30,  1998,  the Company had net  issuances  of
  $13.9  million of its common stock and paid cash  dividends of $17.9  million on
  its common stock and Series A Preferred Stock.  During the six months ended June
  30, 1997, the Company borrowed $2.958 billion,  primarily in connection with the
  refinancing  of  certain  subsidiary  indebtedness  and  the  acquisition  of E!
  Entertainment (the "E! Acquisition"), and repaid $2.940 billion of its long-term
  debt,  primarily  in  connection  with the  refinancing  of  certain  subsidiary
  indebtedness  and the  redemption  of debt.  Deferred  financing  costs of $43.2
  million were  incurred  during the six months ended June 30, 1997 related to the
  issuance of certain subsidiary senior notes. In addition,  during the six months
  ended  June  30,  1997,  the  Company   received  $1.0  billion  from  Microsoft
  Corporation  for the  issuance of its Class A Special  Common Stock and Series B
  Preferred  Stock,  repurchased  $33.6  million of its common stock and paid cash
  dividends of $16.5 million on its common stock and Series A Preferred Stock.
  
  Net cash used in investing  activities was $542.4 million and $427.8 million for
  the six months ended June 30, 1998 and 1997, respectively. During the six months
  ended  June  30,  1998,   net  cash  used  in  investing   activities   includes
  acquisitions, net of cash acquired, of $219.4 million, investments in affiliates
  of $83.4 million and capital expenditures of $419.6 million,  offset by proceeds
  from the sales of short-term  investments and call options of $136.1 million and
  repayment of a loan by an investee of $74.7 million. During the six months ended
  June 30, 1997, net cash used in investing activities includes acquisitions,  net
  of cash acquired, of $125.8 million,  investments in affiliates of $78.5 million
  and capital  expenditures  of $447.1  million,  offset by the proceeds  from the
  sales  of  short-term  and  long-term  investments  and a  distribution  from an
  investee  of $222.9  million  and  repayment  of a loan by an  investee of $25.2
  million.
  
  Results of Operations
  
  The  effects of the  Company's  recent  acquisitions  and the  consolidation  of
  Comcast-Spectacor  effective  January 1, 1998,  as well as  increased  levels of
  capital  expenditures,  were to increase  the  Company's  revenues  and expenses
  resulting  in  increases  in  its  operating  income  before   depreciation  and
  amortization,  depreciation expense,  amortization expense and interest expense.
  In addition,  the  Company's  equity in net losses of  affiliates  has increased
  principally  as a result of the  start-up  nature of  certain  of the  Company's
  equity investees (see "Consolidated Analysis").
  
                                         14
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  Summarized  consolidated  financial  information for the Company for the six and
  three  months  ended June 30, 1998 and 1997 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                     Six Months Ended
                                                                         June 30,              Increase / (Decrease)
                                                                     1998         1997           $            %
  <S>                                                              <C>          <C>            <C>           <C>  
  Revenues..................................................       $2,681.5     $2,315.3       $366.2        15.8%
  Cost of goods sold from electronic retailing..............          652.4        571.8         80.6        14.1
  Operating, selling, general and administrative expenses...        1,238.3      1,042.4        195.9        18.8
                                                                  ---------     --------
  Operating income before depreciation and
     amortization (1).......................................          790.8        701.1         89.7        12.8
  Depreciation..............................................          268.8        221.5         47.3        21.4
  Amortization..............................................          257.6        240.9         16.7         6.9
                                                                  ---------     --------
  Operating income..........................................          264.4        238.7         25.7        10.8
                                                                  ---------     --------
  Interest expense..........................................          291.9        278.9         13.0         4.7
  Investment expense (income), net..........................            1.2        (93.6)       (94.8)         NM
  Equity in net losses of affiliates........................          237.0        131.2        105.8        80.6
  Gain from equity offering of affiliate....................          (59.6)                     59.6          NM
  Other.....................................................           (3.5)         4.4         (7.9)         NM
  Income tax expense........................................            0.3         36.9        (36.6)      (99.2)
  Minority interest.........................................          (39.2)       (39.8)        (0.6)       (1.5)
  Extraordinary items.......................................                       (22.8)       (22.8)         NM
                                                                  ---------     --------
  Net loss..................................................        ($163.7)     ($102.1)       $61.6        60.3%
                                                                  =========     ========
  
                                                                     Three Months Ended
                                                                         June 30,              Increase / (Decrease)
                                                                     1998         1997           $            %
  
  Revenues..................................................       $1,321.7     $1,184.5       $137.2        11.6%
  Cost of goods sold from electronic retailing..............          320.0        279.0         41.0        14.7
  Operating, selling, general and administrative expenses...          599.2        538.1         61.1        11.4
                                                                  ---------     --------
  Operating income before depreciation and
     amortization (1) ......................................          402.5        367.4         35.1         9.6
  Depreciation..............................................          131.4        125.7          5.7         4.5
  Amortization..............................................          127.7        124.3          3.4         2.7
                                                                  ---------     --------
  Operating income..........................................          143.4        117.4         26.0        22.1
                                                                  ---------     --------
  Interest expense..........................................          144.3        145.6         (1.3)       (0.1)
  Investment income.........................................           (0.1)       (81.4)       (81.3)      (99.9)
  Equity in net losses of affiliates........................          107.3         61.1         46.2        75.6
  Other.....................................................           (1.0)        (4.5)        (3.5)      (77.8)
  Income tax (benefit) expense..............................           (0.3)        27.0        (27.3)         NM
  Minority interest.........................................          (22.0)       (15.8)         6.2        39.2
  Extraordinary items.......................................                       (22.8)       (22.8)         NM
                                                                  ---------     --------
  Net loss..................................................         ($84.8)      ($37.4)       $47.4          NM
                                                                  =========     ========
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  expense  and  amortization  expense,  operating  cash flow is
       frequently  used  as one of  the  bases  for  comparing  businesses  in the
       Company's industries, although the Company's measure of operating cash flow
       may not be  comparable  to similarly  titled  measures of other  companies.
       Operating  cash flow does not purport to  represent  net income or net cash
       provided  by  operating  activities,  as  those  terms  are  defined  under
       generally accepted accounting
  
                                         15
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements as an indicator of the Company's  performance.  See "Statement
       of Cash Flows"  above for a  discussion  of net cash  provided by operating
       activities.
  </FN>
  </TABLE>
  
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following table sets forth the operating results for the Company's  domestic
  cable communications segment (dollars in millions):
  <TABLE>
  <CAPTION>
                                                         Six Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $                 %
  <S>                                                 <C>              <C>                 <C>               <C> 
  Service income...................................   $1,109.5         $1,021.9            $87.6             8.6%
  Operating, selling, general and
       administrative expenses.....................      584.2            545.2             39.0             7.2
                                                      --------         --------            ----- 
  Operating income before depreciation
       and amortization (a)........................     $525.3           $476.7            $48.6            10.2%
                                                      ========         ========            =====
  
                                                         Three Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $                 %
  Service income...................................     $568.3           $520.8            $47.5             9.1%
  Operating, selling, general and
       administrative expenses.....................      292.4            274.4             18.0             6.6
                                                      --------         --------            ----- 
  Operating income before depreciation
       and amortization (a)........................     $275.9           $246.4            $29.5            12.0%
                                                      ========         ========            =====
  <FN>
  ---------------
  (a) See footnote (1) on page 15.
  </FN>
  </TABLE>
  
  Of the  respective  $87.6 million and $47.5 million  increases in service income
  for the six  and  three  month  periods  from  1997 to  1998,  $9.9  million  is
  attributable to the effects of the acquisitions of cable communications systems,
  $17.1  million and $8.6 million are  attributable  to subscriber  growth,  $50.2
  million  and $25.9  million  relate to changes in rates,  $9.3  million and $5.4
  million are attributable to growth in cable  advertising sales and the remaining
  changes relate to other product offerings.
  
  Of the  respective  $39.0  million and $18.0  million  increases  in  operating,
  selling, general and administrative expenses for the six and three months period
  from  1997  to  1998,  $5.4  million  is  attributable  to  the  effects  of the
  acquisitions of cable communications systems, $22.4 million and $9.2 million are
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and  additional  channel  offerings,  $3.6
  million and $1.6 million are  attributable  to growth in  advertising  sales and
  $7.6 million and $1.8 million result from increases in the cost of labor,  other
  volume related expenses and costs associated with new product  offerings.  It is
  anticipated  that the Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
                                         16
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  Electronic Retailing
  
  The  following  table  sets  forth  the  operating  results  for  the  Company's
  electronic retailing segment,  consisting of the operations of QVC, Inc. and its
  subsidiaries  ("QVC"), a majority owned and controlled subsidiary of the Company
  (dollars in millions):
  <TABLE>
  <CAPTION>
                                                         Six Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $                 %
  <S>                                                 <C>                <C>               <C>              <C>  
  Net sales from electronic retailing..............   $1,074.6           $947.4            $127.2           13.4%
  Cost of goods sold from electronic retailing.....      652.4            571.8              80.6           14.1
  Operating, selling, general and administrative
       expenses....................................      234.4            221.0              13.4            6.1
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)........................     $187.8           $154.6             $33.2           21.5%
                                                      ========           ======            ======
  
  Gross margin.....................................       39.3%            39.6%
                                                      ========           ====== 
  
                                                         Three Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $                 %
  Net sales from electronic retailing..............     $530.0           $467.7             $62.3           13.3%
  Cost of goods sold from electronic retailing.....      320.0            279.0              41.0           14.7
  Operating, selling, general and administrative
       expenses....................................      117.3            113.2               4.1            3.6
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)........................      $92.7            $75.5             $17.2           22.8%
                                                      ========           ======            ======
  
  Gross margin.....................................       39.6%            40.3%
                                                      ========           ======
  <FN>
  ---------------
  (a) See footnote (1) on page 15.
  </FN>
  </TABLE>
  
  The  respective  increases  in net sales  from  electronic  retailing  of $127.2
  million and $62.3  million for the six and three month periods from 1997 to 1998
  are  primarily  attributable  to the effects of 7.2% and 6.8%  increases  in the
  average  number of homes  receiving QVC services in the United States ("US") and
  increases in net sales to existing subscribers in the United Kingdom ("UK"), and
  to a lesser  extent  13.3% and 13.0%  increases  in the average  number of homes
  receiving QVC services in the UK.
  
  The  increases in cost of goods sold from  electronic  retailing  are  primarily
  related to the growth in net sales.
  
  Of the $13.4 million increase in operating,  selling, general and administrative
  expenses  for the  six  month  period  from  1997  to  1998,  $12.1  million  is
  attributable  to higher  variable  costs  associated  with the increase in sales
  volume. The remaining increase is attributable to personnel and facilities based
  costs   associated  with  Studio  Park,   QVC's  new   production,   studio  and
  administrative  facility  which  was  opened in the  third  quarter  of 1997 and
  expansion in the UK and Germany,  partially  offset by savings in marketing  and
  promotional costs in the US. Of the $4.1 million increase in operating, selling,
  general and  administrative  expenses  for the three  month  period from 1997 to
  1998, $5.8 million is attributable to higher variable costs  associated with the
  increase in sales volume.  The remaining  decrease is primarily  attributable to
  reduced marketing and promotional costs in the US.
  
                                         17
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions):
  <TABLE>
  <CAPTION>
                                                          Six Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $               %
  <S>                                                   <C>              <C>                 <C>         <C> 
  Service income...................................     $221.3           $220.3            $1.0           0.5%
  Operating, selling, general and administrative
       expenses....................................      132.6            131.7             0.9           0.7
                                                        ------           ------           -----
  Operating income before depreciation
       and amortization (a)........................      $88.7            $88.6            $0.1           0.1%
                                                        ======           ======           ===== 
  
                                                         Three Months Ended
                                                              June 30,                      Increase/(Decrease)
                                                        1998             1997               $               %
  Service income...................................     $115.9           $116.2           ($0.3)         (0.3%)
  Operating, selling, general and administrative
       expenses....................................       66.7             65.3             1.4           2.1
                                                        ------           ------           -----
  Operating income before depreciation
       and amortization (a)........................      $49.2            $50.9           ($1.7)         (3.3%)
                                                        ======           ======           ===== 
  <FN>
  ---------------
  (a) See footnote (1) on page 15.
  </FN>
  </TABLE>
  
  Service  income was flat for the six and three month  periods from 1997 to 1998,
  as  subscriber  growth was offset,  in part,  by the effects of increased use of
  promotional and free minute plans offered to subscribers.  These plans generally
  have higher  access fees and  increase the minutes of use per  subscriber  while
  lowering the average rate per minute of use.
  
  Operating,  selling,  general and administrative  expenses were flat for the six
  and three  month  periods  from 1997 to 1998 as a result  of  improved  bad debt
  experience due to stronger credit procedures  offset, in part, by an increase in
  commission costs associated with more gross sales in 1998.
  
  Consolidated Analysis
  
  The respective $47.3 million and $5.7 million increases in depreciation  expense
  for the six and three month periods from 1997 to 1998 are primarily attributable
  to the effects of capital  expenditures,  increased losses on asset disposals in
  connection with the Company's domestic cable communications  rebuild activities,
  the   consolidation   of  Comcast-   Spectacor  and  the  acquisition  of  cable
  communications systems.
  
  The respective $16.7 million and $3.4 million increases in amortization  expense
  for the six and three month periods from 1997 to 1998 are primarily attributable
  to the effects of the consolidation of Comcast-Spectacor.
  
  The $13.0  million  increase in interest  expense for the six month  period from
  1997 to 1998 is attributable to the effects of capitalized  interest  associated
  with the Company's investment in Sprint PCS during the six months ended June 30,
  1997, the consolidation of Comcast-Spectacor, the E! Acquisition and an increase
  in the Company's  effective  weighted average interest rate, offset, in part, by
  lower  levels  of  debt  outstanding.  The  Company  anticipates  that,  for the
  foreseeable  future,  interest expense will be a significant cost to the Company
  and will have a significant  adverse effect on the Company's  ability to realize
  net  earnings.  The  Company  believes  it will  continue to be able to meet its
  obligations  through  its  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
  In March 1998, the Company sold call options relating to its unrestricted equity
  investments in  Tele-Communications,  Inc. ("TCI"), TCI Ventures Group, Inc. and
  Liberty Media Group common stock (together,  the "TCI Stock") for $20.7 million.
  Such call options  expire between March and September  1999.  During the six and
  three  months  ended June 30,  1998,  the Company  recorded  pre-tax  investment
  expense  of $40.2  million  and  $25.6  million,  respectively,  related  to the
  increase in the value of the call options. In addition, as of June 30, 1998, the
  Company recorded net unrealized gains of $53.1 million and $25.5 million related
  to the TCI Stock, net of deferred income tax expense of $28.6 million and $13.7
  
                                         18
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  million, to its condensed consolidated balance sheet,  representing the increase
  in fair value of the TCI Stock  during the six and three  months  ended June 30,
  1998, respectively. In April 1998, the Company received $74.7 million (repayment
  of indebtedness)  and a 9.5% common equity interest in New Primestar in exchange
  for the Company's  direct  broadcast  satellite  operations and its 10.4% equity
  interest in PRIMESTAR Partners L.P. ("Primestar"). During the three months ended
  June 30,  1998,  the Company  recognized  a pre-tax  gain of $9.9 million on the
  exchange.
  
  During the first  quarter of 1997 the Company  received  2.76 million  shares of
  Teleport Communications Group, Inc. ("TCGI") Class A Stock from TCGI in exchange
  for the  Company's  shares of an alternate  access  provider.  In May 1997,  the
  Company  sold all of its  shares of TCGI  Class A Stock for  $68.9  million  and
  recognized a pre-tax gain of $68.9  million.  In February 1997, the Company sold
  options to acquire 25.0 million shares of Nextel Communications, Inc. ("Nextel")
  common stock to Nextel for $25.0  million and  recognized a pre-tax gain of $5.0
  million.  In January 1997,  the Company sold 1.27 million shares of Time Warner,
  Inc. ("Time Warner") common stock, representing the Company's entire interest in
  Time Warner, for $48.6 million and recognized a pre-tax loss of $3.8 million.
  
  The  $105.8  million  and $46.2  million  increases  in equity in net  losses of
  affiliates  for the six and three month  periods from 1997 to 1998 are primarily
  due to the effects of increased  losses  incurred by Sprint PCS. Based on Sprint
  PCS' current  operations  and business plan,  the Company  anticipates  that its
  proportionate  share of Sprint PCS' losses will be significant in future periods
  (see  Note  4 to  the  Company's  condensed  consolidated  financial  statements
  included in Item 1). As a result of the E!  Acquisition,  the Company recorded a
  charge  representing the cumulative amount that would have been recorded had the
  Company accounted for its investment in E! Entertainment under the equity method
  since  the date of  initial  investment  (the  "Cumulative  Charge").  Since the
  Company's  proportionate  share of E!  Entertainment's  cumulative losses was in
  excess of the Company's  historical  cost basis in E!  Entertainment  and as the
  Company  was  under  no  contractual   obligation  to  fund  the  losses  of  E!
  Entertainment,  the  Cumulative  Charge was limited to the Company's  historical
  cost basis of $12.1 million.  Such amount is included in equity in net losses of
  affiliates in the Company's condensed  consolidated  statement of operations and
  accumulated deficit for the six and three months ended June 30, 1997.
  
  In November 1997,  TCGI filed a  registration  statement with the Securities and
  Exchange  Commission to sell 7.3 million shares of TCGI Class A Stock (the "TCGI
  Offering").  As a result of the TCGI  Offering,  the Company  recognized a $59.6
  million increase in its proportionate  share of TCGI's net assets as a gain from
  equity  offering of  affiliate.  Such pre-tax gain is included in the  Company's
  condensed  consolidated  statement of operations and accumulated deficit for the
  six months ended June 30, 1998 as the Company records its proportionate share of
  TCGI's net losses one quarter in arrears.
  
  The  fluctuations in other (income)  expense for the six and three month periods
  from 1997 to 1998 are primarily  attributable  to the effects of fluctuations in
  the foreign currency exchange rate.
  
  The $36.6 million and $27.3 million  decreases in income tax expense for the six
  and three month  periods from 1997 to 1998 are primarily a result of the effects
  of the  increase in the  Company's  loss before  income tax expense and minority
  interest  and  decreases in  non-deductible  foreign  losses and  non-deductible
  equity in net losses of affiliates.
  
  The $6.2 million  increase in minority  interest for the three month period from
  1997 to 1998 is  primarily  attributable  to the  effects  of changes in the net
  income   (loss)  of   Comcast   UK  Cable   and  QVC,   the   consolidation   of
  Comcast-Spectacor and the E! Acquisition.
  
  In connection with the refinancing of certain subsidiaries' indebtedness and the
  redemption of debt, the Company expensed  unamortized debt acquisition costs and
  incurred  debt   extinguishment   costs  of  $35.1  million,   resulting  in  an
  extraordinary  loss,  net of tax,  of $22.8  million or $0.07 per  common  share
  during the six and three months ended June 30, 1997.
  
  For the six and  three  months  ended  June 30,  1998 and  1997,  the  Company's
  earnings  (net loss plus income tax expense  (benefit),  equity in net losses of
  affiliates,  fixed  charges  (interest  expense))  were $365.5  million,  $364.5
  million,  $166.5 million and $214.1  million,  respectively.  Such earnings were
  adequate to cover the Company's fixed charges (including interest capitalized of
  $18.0 million and $9.4 million for the six and three months ended June 30, 1997)
  of $291.9 million, $296.9 million, $144.3 million and $155.0 million for the six
  and three months ended June 30, 1998 and 1997,
  
                                         19
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  respectively.  Fixed charges include non-cash interest expense,  net of interest
  capitalized,  of $26.1 million,  $28.9 million,  $11.6 million and $11.9 million
  for the six and three months ended June 30, 1998 and 1997, respectively.
  
  The  Company  believes  that  its  losses  will  not  significantly  affect  the
  performance of its normal business activities because of its existing cash, cash
  equivalents and short-term investments, its ability to generate operating income
  before  depreciation  and  amortization  and  its  ability  to  obtain  external
  financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
                                         20
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       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.
  
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
       At the Annual  Meeting on June 17,  1998,  the  shareholders  approved  the
       following proposals:
  
       To elect ten  directors  to serve  for the  ensuing  year and  until  their
       respective successors shall have been duly elected and qualified.
  
  <TABLE>
  <CAPTION>
            Director                    Class of Stock                      For                  Withheld
  <S>                                      <C>                         <C>                       <C>   
       Ralph J. Roberts                     Class A                      29,109,733                67,115
                                            Class B                     131,793,750
  
       Julian A. Brodsky                    Class A                      29,110,945                65,903
                                            Class B                     131,793,750
  
       Brian L. Roberts                     Class A                      29,110,484                66,364
                                            Class B                     131,793,750
  
       Daniel Aaron                         Class A                      28,399,848               777,000
                                            Class B                     131,793,750
  
       Gustave G. Amsterdam                 Class A                      29,119,242                57,606
                                            Class B                     131,793,750
  
       Sheldon M. Bonovitz                  Class A                      28,399,229               777,619
                                            Class B                     131,793,750
  
       Joseph L. Castle II                  Class A                      29,123,323                53,525
                                            Class B                     131,793,750
  
       Bernard C. Watson                    Class A                      29,119,257                57,591
                                            Class B                     131,793,750
  
       Irving A. Wechsler                   Class A                      29,118,578                58,270
                                            Class B                     131,793,750
  
       Anne Wexler                          Class A                      28,397,716               779,132
                                            Class B                     131,793,750
  </TABLE>
  
       To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
       independent auditors for the 1998 fiscal year.
  
        Class of Stock               For               Against          Abstain
           Class A                29,105,521           21,817            49,510
           Class B               131,793,750
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            10.1      Restructuring  and Merger Agreement dated as of May 26, 1998
                      among Sprint Corporation,  TeleCommunications, Inc., Comcast
                      Corporation,  Cox  Communications,  Inc.  and  the  entities
                      listed therein  (incorporated  by reference to Exhibit No. 2
                      to the Sprint  Corporation  Current Report on Form 8-K filed
                      on June 2, 1998).
  
            27.1      Financial Data Schedule.
  
                                         21
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
       (b)  Reports on Form 8-K:
  
            (i)  Comcast Corporation filed a Current Report on Form 8-K under Item
                 5 on May 28, 1998  relating to its  announcement  to, among other
                 things,  purchase  from BCI  Telecom  Holding,  Inc.  ("BTH") 6.4
                 million Class A common shares in Jones Intercable,  Inc., as well
                 as a 49% interest in the BTH subsidiaries, which will continue to
                 own BTH's  investment  in  another  6.4  million  shares of Jones
                 Intercable,  Inc.  Class A common stock,  and a control option to
                 acquire approximately 2.9 million shares.
  
            (ii) Comcast Corporation filed a Current Report on Form 8-K under Item
                 5 on June 9, 1998 relating to the Restructuring Agreement between
                 Sprint  Corporation,  Comcast  Corporation,  Tele-Communications,
                 Inc. and Cox Communications, Inc.
  
  
  
                                         22
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                     COMCAST CORPORATION
                                     --------------------------------------------
  
  
  
  
  
  
                                     /S/ LAWRENCE S. SMITH
                                     --------------------------------------------
                                     Lawrence S. Smith
                                     Executive Vice President
                                     (Principal Accounting Officer)
  
  
  
  Date: August 14, 1998
  
                                         23
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metadata_filer: {"company-data": {"conformed-name": "COMCAST CORP", "cik": "0000022301", "assigned-sic": "4841", "irs-number": "231709202", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-06983", "film-number": "98688646"}, "business-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148", "phone": "2156651700"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                    JUNE 30, 1998
                                         OR
  (  ) Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
               (Exact name of registrant as specified in its charter)
  
         PENNSYLVANIA                                            23-1709202
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                            ___________________________
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No ____
  
                            ___________________________
  
  As of June 30, 1998,  there were  328,639,831  shares of Class A Special  Common
  Stock, 31,792,325 shares of Class A Common Stock and 8,786,250 shares of Class B
  Common Stock outstanding.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of June 30, 1998 and December 31,
                      1997 (Unaudited)...........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1998 and 1997 (Unaudited)..................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1998 and 1997 (Unaudited)..................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 12
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations...........................................13 - 20
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.........................................21
  
            Item 4.   Submission of Matters to a Vote of Security Holders.......21
  
            Item 6.   Exhibits and Reports on Form 8-K.....................21 - 22
  
            SIGNATURE...........................................................23
  
                            ___________________________
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in millions, except share data)
                                                                                           June 30,       December 31,
                                                                                             1998             1997
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................           $516.6            $413.7
     Short-term investments.......................................................             48.5             163.9
     Accounts receivable, less allowance for doubtful
       accounts of $114.3 and $115.0..............................................            485.0             498.8
     Inventories, net.............................................................            314.0             324.0
     Other current assets.........................................................            173.0             159.1
                                                                                          ---------         ---------
         Total current assets.....................................................          1,537.1           1,559.5
                                                                                          ---------         ---------
  INVESTMENTS, principally in affiliates..........................................          1,314.1           1,264.3
                                                                                          ---------         ---------
  PROPERTY AND EQUIPMENT..........................................................          4,742.7           4,285.4
     Accumulated depreciation.....................................................         (1,564.9)         (1,388.5)
                                                                                          ---------         ---------
     Property and equipment, net..................................................          3,177.8           2,896.9
                                                                                          ---------         ---------
  DEFERRED CHARGES................................................................          9,566.2           9,213.3
     Accumulated amortization.....................................................         (2,305.5)         (2,129.8)
                                                                                          ---------         ---------
     Deferred charges, net........................................................          7,260.7           7,083.5
                                                                                          ---------         ---------
                                                                                          $13,289.7         $12,804.2
                                                                                          =========         =========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................         $1,262.9          $1,195.5
     Accrued interest.............................................................             90.8              89.6
     Current portion of long-term debt............................................            103.9             132.7
                                                                                          ---------         ---------
         Total current liabilities................................................          1,457.6           1,417.8
                                                                                          ---------         ---------
  LONG-TERM DEBT, less current portion............................................          6,658.9           6,558.6
                                                                                          ---------         ---------
  DEFERRED INCOME TAXES...........................................................          2,129.0           2,112.2
                                                                                          ---------         ---------
  MINORITY INTEREST AND OTHER.....................................................          1,021.0           1,037.7
                                                                                          ---------         ---------
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS.......................................................                               31.4
                                                                                          ---------         ---------
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 20,000,000 shares; 5% series A convertible,
       no par value, issued, 6,370 at redemption value............................             31.9              31.9
       5.25% series B mandatorily redeemable convertible, $1,000 par value,
       issued, 526,771 and 513,211 at redemption value............................            526.8             513.2
     Class A special common stock, $1 par value - authorized,
       500,000,000 shares; issued, 328,639,831 and 317,025,969....................            328.6             317.0
     Class A common stock, $1 par value - authorized,
       200,000,000 shares; issued, 31,792,325 and 31,793,487 .....................             31.8              31.8
     Class B common stock, $1 par value - authorized,
       50,000,000 shares; issued, 8,786,250 ......................................              8.8               8.8
     Additional capital...........................................................          3,409.7           3,030.6
     Accumulated deficit..........................................................         (2,596.7)         (2,415.9)
     Unrealized gains on marketable securities....................................            293.2             140.7
     Cumulative translation adjustments...........................................            (10.9)            (11.6)
                                                                                          ---------         ---------
         Total stockholders' equity...............................................          2,023.2           1,646.5
                                                                                          ---------         ---------
                                                                                          $13,289.7         $12,804.2
                                                                                          =========         =========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in millions, except per share data)
                                                                          Six Months Ended          Three Months Ended
                                                                              June 30,                   June 30,
                                                                         1998         1997          1998          1997
  REVENUES
     Service income.............................................       $1,606.9     $1,367.9        $791.7       $716.8
     Net sales from electronic retailing........................        1,074.6        947.4         530.0        467.7
                                                                      ---------    ---------     ---------    --------- 
                                                                        2,681.5      2,315.3       1,321.7      1,184.5
                                                                      ---------    ---------     ---------    --------- 
  COSTS AND EXPENSES
     Operating..................................................          758.1        611.3         361.6        313.9
     Cost of goods sold from electronic retailing...............          652.4        571.8         320.0        279.0
     Selling, general and administrative........................          480.2        431.1         237.6        224.2
     Depreciation...............................................          268.8        221.5         131.4        125.7
     Amortization...............................................          257.6        240.9         127.7        124.3
                                                                      ---------    ---------     ---------    --------- 
                                                                        2,417.1      2,076.6       1,178.3      1,067.1
                                                                      ---------    ---------     ---------    --------- 
  
  OPERATING INCOME..............................................          264.4        238.7         143.4        117.4
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................          291.9        278.9         144.3        145.6
     Investment expense (income)................................            1.2        (93.6)         (0.1)       (81.4)
     Equity in net losses of affiliates.........................          237.0        131.2         107.3         61.1
     Gain from equity offering of affiliate.....................          (59.6)
     Other......................................................           (3.5)         4.4          (1.0)        (4.5)
                                                                      ---------    ---------     ---------    --------- 
                                                                          467.0        320.9         250.5        120.8
                                                                      ---------    ---------     ---------    --------- 
  LOSS BEFORE INCOME TAX EXPENSE (BENEFIT), MINORITY
     INTEREST AND EXTRAORDINARY ITEMS...........................         (202.6)       (82.2)       (107.1)        (3.4)
  
  INCOME TAX EXPENSE (BENEFIT)..................................            0.3         36.9          (0.3)        27.0
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................         (202.9)      (119.1)       (106.8)       (30.4)
  
  MINORITY INTEREST.............................................          (39.2)       (39.8)        (22.0)       (15.8)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................         (163.7)       (79.3)        (84.8)       (14.6)
  
  EXTRAORDINARY ITEMS...........................................                       (22.8)                     (22.8)
                                                                      ---------    ---------     ---------    --------- 
  
  NET LOSS......................................................         (163.7)      (102.1)        (84.8)       (37.4)
  
  PREFERRED DIVIDENDS...........................................          (14.3)        (0.8)         (7.2)        (0.4)
                                                                      ---------    ---------     ---------    --------- 
  
  NET LOSS FOR COMMON STOCKHOLDERS..............................        ($178.0)     ($102.9)       ($92.0)      ($37.8)
                                                                      =========    =========     =========    ========= 
  
  ACCUMULATED DEFICIT
     Beginning of period .......................................      ($2,415.9)   ($2,127.1)    ($2,503.3)   ($2,205.3)
     Net loss...................................................         (163.7)      (102.1)        (84.8)       (37.4)
     Common dividends - $.0467, $.0467, $.0233 and $.0233
       per share................................................          (17.1)       (15.7)         (8.6)        (8.2)
     Retirement of common stock.................................                       (17.7)                     (11.7)
                                                                      ---------    ---------     ---------    --------- 
     End of period..............................................      ($2,596.7)   ($2,262.6)    ($2,596.7)   ($2,262.6)
                                                                      =========    =========     =========    ========= 
  
  LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE
     Loss before extraordinary items............................          ($.49)       ($.25)        ($.25)       ($.05)
     Extraordinary items........................................                        (.07)                      (.07)
                                                                      ---------    ---------     ---------    --------- 
          Net loss..............................................          ($.49)       ($.32)        ($.25)       ($.12)
                                                                      =========    =========     =========    ========= 
  
  WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING DURING THE PERIOD..............................          363.5        325.3         369.0        324.8
                                                                      =========    =========     =========    =========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                           Six  Months Ended June 30,
                                                                                             1998             1997
  OPERATING ACTIVITIES
     Net loss.....................................................................          ($163.7)          ($102.1)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation...............................................................            268.8             221.5
       Amortization...............................................................            257.6             240.9
       Non-cash interest expense, net.............................................             21.6              26.8
       Equity in net losses of affiliates.........................................            237.0             131.2
       Gain from equity offering of affiliate.....................................            (59.6)
       Non-cash investment expense (income), net..................................             32.5             (70.2)
       Minority interest..........................................................            (39.2)            (39.8)
       Extraordinary items........................................................                               22.8
       Deferred income taxes and other............................................            (76.4)            (12.8)
                                                                                           --------          --------
                                                                                              478.6             418.3
       Changes in working capital accounts........................................            (40.5)             18.1
                                                                                           --------          --------
             Net cash provided by operating activities............................            438.1             436.4
                                                                                           --------          --------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................          1,029.4           2,958.0
     Retirement and repayment of debt.............................................           (815.9)         (2,940.3)
     Issuance of preferred stock..................................................                              500.0
     Issuances of common stock, net...............................................             13.9             498.5
     Repurchases of common stock, net.............................................                              (33.6)
     Dividends....................................................................            (17.9)            (16.5)
     Deferred financing costs.....................................................             (4.5)            (43.2)
     Other........................................................................              2.2               1.8
                                                                                           --------          --------
             Net cash provided by financing activities............................            207.2             924.7
                                                                                           --------          --------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...........................................           (219.4)           (125.8)
     Proceeds from sales of short-term investments, net...........................            115.4             127.2
     Investments, principally in affiliates.......................................            (83.4)            (78.5)
     Proceeds from sales of and distribution from long-term investments...........              0.7              95.7
     Proceeds from investee's repayment of loan...................................             74.7              25.2
     Proceeds from sales of call options..........................................             20.7
     Capital expenditures.........................................................           (419.6)           (447.1)
     Additions to deferred charges................................................            (30.0)            (24.1)
     Other........................................................................             (1.5)             (0.4)
                                                                                           --------          --------
             Net cash used in investing activities................................           (542.4)           (427.8)
                                                                                           --------          --------
  
  INCREASE IN CASH AND CASH EQUIVALENTS...........................................            102.9             933.3
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................            413.7             331.3
                                                                                           --------          --------
  
  CASH AND CASH EQUIVALENTS, end of period........................................           $516.6          $1,264.6
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1998,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1998  and  1997  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1998
       and 1997 have been prepared by Comcast Corporation (the "Company") and have
       not been audited by the Company's  independent  auditors. In the opinion of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations and cash flows as of June 30, 1998 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, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1998
       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  ("FASB")  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 Income
       In June  1997,  the FASB  issued  SFAS No.  130,  "Reporting  Comprehensive
       Income."  This  statement,  which  establishes  standards for reporting and
       disclosure  of  comprehensive  income,  is effective for interim and annual
       periods beginning after December 15, 1997. The Company adopted SFAS No. 130
       effective January 1, 1998. Total  comprehensive  loss for the six and three
       months ended June 30, 1998 and 1997 was $10.5 million,  $98.4 million, $3.8
       million and $21.2 million, respectively.  Total comprehensive income (loss)
       includes  net  income  (loss),  unrealized  gains  (losses)  on  marketable
       securities and foreign currency  translation gains (losses) for the periods
       presented.
  
       Loss for Common Stockholders Per Common Share
       Loss for common  stockholders  per common share is computed by dividing net
       loss, after deduction of preferred stock dividends, by the weighted average
       number of common shares outstanding during the period.
  
       For the six and three  months ended June 30, 1998 and 1997,  the  Company's
       potential common shares of 47.0 million shares,  62.5 million shares,  47.0
       million shares and 62.5 million shares, respectively,  have an antidilutive
       effect on loss for common  stockholders  per common  share and,  therefore,
       have not been used in  determining  the total  weighted  average  number of
       common shares outstanding.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
                                          5
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   SIGNIFICANT EVENTS
  
       Investment in Jones Intercable
       In May 1998,  the  Company  agreed to  purchase  from BCI  Telecom  Holding
       ("BTH") 6.4 million Class A Common Shares in Jones Intercable, Inc. ("Jones
       Intercable"),  and a 49%  interest  in the BTH  subsidiaries  which were to
       continue  to own BTH's  remaining  6.4 million  shares of Jones  Intercable
       Class A Common  Stock.  At the same  time,  the  Company  agreed to acquire
       approximately  2.9 million shares of Common Stock of Jones  Intercable (the
       "Control  Shares"),  if and when  acquired by BTH from  affiliates of Jones
       Intercable's controlling shareholder under an existing option (the "Control
       Option") to acquire such shares (which absent  extraordinary  circumstances
       would not have been  exercisable  until December 2001).  The Company was to
       purchase the remaining 51% of the BTH subsidiaries  when the Control Shares
       were acquired.  The Company,  BTH, Jones Intercable and Jones  Intercable's
       controlling shareholder agreed on August 12, 1998 to accelerate the Control
       Option  to  permit  its  early  exercise  and  the  early  closing  of  the
       transactions  with BTH. At closing  (expected to occur in the first quarter
       of  1999),  the  Company  will pay BTH a total of $500  million  in cash to
       acquire the 12.8 million  shares of Jones  Intercable  Class A Common Stock
       and $200 million in cash to acquire the Control Shares.  After closing, the
       Company  will  control  approximately  37% of the  economic  and 47% of the
       voting interest in Jones Intercable.  In addition,  the Control Shares will
       represent shares having the right to elect  approximately  75% of the Board
       of Directors of Jones  Intercable.  The  transaction  will be funded either
       with new  borrowings,  with  available  borrowings  under existing lines of
       credit or by other  means.  Jones  Intercable,  a public  company,  owns or
       manages cable operations serving approximately 1.4 million customers.
  
       Sale of Comcast UK Cable
       In February 1998, Comcast UK Cable Partners Limited ("Comcast UK Cable"), a
       consolidated subsidiary of the Company, entered into a definitive agreement
       to   be   acquired   by   NTL   Incorporated    ("NTL"),   an   alternative
       telecommunications  company  in the  United  Kingdom  ("UK").  Pursuant  to
       certain conditions, the Company may receive up to 4.8 million shares of NTL
       common  stock in exchange for all of the shares of Comcast UK Cable held by
       the Company (the "NTL  Transaction").  Certain  conditions agreed to in the
       NTL Transaction restrict the Company's ability to sell the NTL common stock
       to be  received  for a period  of 180 days  after  the  closing  of the NTL
       Transaction.  The NTL Transaction is expected to close in 1998,  subject to
       the receipt of necessary regulatory and shareholder approvals,  the consent
       of the  bondholders  of Comcast UK Cable and NTL, as well as the consent of
       certain NTL bank  lenders.  As of June 30, 1998 and for the six months then
       ended,  the assets and revenues of Comcast UK Cable totaled  $856.4 million
       and $60.4 million, respectively.
  
       AT&T Acquisition of TCGI
       In January 1998, AT&T Corporation ("AT&T") entered into a definitive merger
       agreement with Teleport  Communications Group, Inc. ("TCGI").  Upon closing
       of the merger  (the  "AT&T  Transaction")  on July 23,  1998,  the  Company
       received 24.2 million shares of unregistered  AT&T common stock in exchange
       for the 25.6 million shares of TCGI Class B Stock,  representing all of the
       shares of TCGI held by the Company.  The Company has  registration  rights,
       subject to customary restrictions,  which would allow the Company to effect
       a registration  of the AT&T shares  received.  The Company's  investment in
       AT&T  common  stock  had a  fair  value,  prior  to  consideration  of  the
       restrictions  on the AT&T common stock,  of  approximately  $1.416 billion,
       based on the quoted  market price of $58.625 per share of AT&T common stock
       as of July 23, 1998.
  
  4.   INVESTMENTS, PRINCIPALLY IN AFFILIATES
  June 30,       December 31,
                                                                          1998             1997
                                                                           (Dollars in millions)
  Equity method..........................................     $596.5            $867.6
             Fair value method......................................      583.1             346.5
             Cost method............................................      134.5              50.2
                                                                       --------          --------
                                                                       $1,314.1          $1,264.3
                                                                       ========          ========
  6
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Equity Method
       The Company records its proportionate interests in the net income (loss) of
       substantially  all of its  investees,  other  than  the UK  Investees  (see
       below), three months in arrears.  The Company holds interests  representing
       less than 20% of the total  outstanding  ownership  interests in certain of
       its equity  method  investees.  The equity method of accounting is utilized
       for  these  investments  based  on the  type of  investment  (e.g.  general
       partnership interest), board representation, participation in a controlling
       investor group,  significant  shareholder  rights or a combination of these
       and  other  factors.   The  Company's   recorded   investments  exceed  its
       proportionate  interests in the book value of the  investees' net assets by
       $162.0  million as of June 30,  1998  (primarily  related to the  Company's
       investments in The Golf Channel and Sprint PCS (see below)). Such excess is
       being amortized to equity in net income or loss, primarily over a period of
       twenty  years,  which  is  consistent  with  the  estimated  lives  of  the
       underlying assets. The original cost of investments accounted for under the
       equity method totaled $1.374 billion and $1.454 billion as of June 30, 1998
       and December 31, 1997, respectively.
  
       Summarized financial  information for the Company's equity method investees
       is presented below (dollars in millions):
  Sprint                  UK
                                                                         PCS       TCGI     Investees    Other    Combined
  Six Months Ended June 30, 1998:
     Combined Results of Operations
       Revenues, net............................................       $285.0     $310.5     $116.1     $535.3   $1,246.9
       Operating, selling, general and
         administrative expenses................................        871.5      301.3       90.2      576.3    1,839.3
       Depreciation and amortization............................        238.4       97.1       40.8       43.5      419.8
       Operating loss...........................................       (824.9)     (87.9)     (14.9)     (84.5)  (1,012.2)
       Net loss (a).............................................     (1,058.0)    (134.7)     (50.6)    (113.9)  (1,357.2)
  
     Company's Equity in Net Loss
       Equity in current period net loss........................      ($158.7)    ($19.7)    ($18.2)    ($37.3)   ($233.9)
       Amortization expense.....................................         (1.5)                 (0.3)      (1.3)      (3.1)
                                                                     --------   --------    -------   --------   -------- 
         Total equity in net loss...............................      ($160.2)    ($19.7)    ($18.5)    ($38.6)   ($237.0)
                                                                     ========   ========    =======   ========   ======== 
  
  Three Months Ended June 30, 1998:
     Combined Results of Operations
       Revenues, net............................................       $143.8     $160.1      $58.8     $244.6     $607.3
       Operating, selling, general and
         administrative expenses................................        393.5      147.2       45.2      258.0      843.9
       Depreciation and amortization............................        115.7       49.1       21.1       14.4      200.3
       Operating loss...........................................       (365.4)     (36.2)      (7.5)     (27.8)    (436.9)
       Net loss (a).............................................       (498.6)     (62.2)     (20.5)     (41.3)    (622.6)
  
     Company's Equity in Net Loss
       Equity in current period net loss........................       ($74.8)     ($9.1)     ($7.8)    ($14.5)   ($106.2)
       Amortization expense.....................................         (0.7)                 (0.1)      (0.3)      (1.1)
                                                                     --------   --------    -------   --------   -------- 
         Total equity in net loss...............................       ($75.5)     ($9.1)     ($7.9)    ($14.8)   ($107.3)
                                                                     ========   ========    =======   ========   ======== 
  
  Combined Financial Position
  
  As of June 30, 1998:
       Current assets...........................................       $378.3     $481.5      $37.7     $202.0   $1,099.5
       Noncurrent assets........................................      5,997.5    2,028.9      725.3      897.4    9,649.1
       Current liabilities......................................        513.7      452.4       73.0      736.9    1,776.0
       Noncurrent liabilities...................................      4,418.8    1,074.4      620.8      437.7    6,551.7
  --------
  (a)  See footnote 1 on page 8.
  7
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  Sprint                  UK
                                                                         PCS       TCGI     Investees    Other    Combined
  Six Months Ended June 30, 1997:
     Combined Results of Operations
       Revenues, net............................................        $13.6     $184.2      $92.9     $442.3     $733.0
       Operating, selling, general and
         administrative expenses................................        351.5      171.9       82.2      456.4    1,062.0
       Depreciation and amortization............................         43.8       56.2       36.0       54.1      190.1
       Operating loss...........................................       (381.7)     (43.9)     (25.3)     (68.2)    (519.1)
       Net loss (1).............................................       (398.8)     (87.7)     (44.8)     (89.6)    (620.9)
  
     Company's Equity in Net Loss
       Equity in current period net loss (2)....................       ($59.8)    ($14.2)    ($16.7)    ($36.3)   ($127.0)
       Amortization expense.....................................         (0.1)      (0.4)      (0.3)      (3.4)      (4.2)
                                                                     --------   --------    -------   --------   -------- 
         Total equity in net loss...............................       ($59.9)    ($14.6)    ($17.0)    ($39.7)   ($131.2)
                                                                     ========   ========    =======   ========   ======== 
  
  Three Months Ended June 30, 1997:
     Combined Results of Operations
       Revenues, net............................................         $9.5      $96.8      $48.4     $241.2     $395.9
       Operating, selling, general and
         administrative expenses................................        165.9       90.7       42.0      240.8      539.4
       Depreciation and amortization............................         34.4       29.8       18.6       24.1      106.9
       Operating loss...........................................       (190.8)     (23.7)     (12.2)     (23.7)    (250.4)
       Net loss (1).............................................       (215.5)     (45.0)     (22.6)     (38.8)    (321.9)
  
     Company's Equity in Net Loss
       Equity in current period net loss........................       ($32.3)     ($7.4)     ($8.3)    ($11.2)    ($59.2)
       Amortization expense.....................................                    (0.2)      (0.2)      (1.5)      (1.9)
                                                                     --------   --------    -------   --------   -------- 
         Total equity in net loss...............................       ($32.3)     ($7.6)     ($8.5)    ($12.7)    ($61.1)
                                                                     ========   ========    =======   ========   ========
  --------
       (1) Net  loss  also  represents  loss  from  continuing  operations  before
           extraordinary  items and  cumulative  effect of changes  in  accounting
           principle.
       (2) As a result of the  acquisition of E!  Entertainment  Television,  Inc.
           ("E!  Entertainment")  on March 31, 1997, the Company recorded a charge
           representing  the  cumulative  amount that would have been recorded had
           the Company accounted for its investment in E! Entertainment  under the
           equity  method since the date of initial  investment  (the  "Cumulative
           Charge"). Since the Company's proportionate share of E! Entertainment's
           cumulative losses was in excess of the Company's  historical cost basis
           in E!  Entertainment  and as  the  Company  was  under  no  contractual
           obligation  to fund the  losses  of E!  Entertainment,  the  Cumulative
           Charge was  limited  to the  Company's  historical  cost basis of $12.1
           million.  Such amount is included in equity in net losses of affiliates
           in the Company's  condensed  consolidated  statement of operations  and
           accumulated deficit for the six months ended June 30, 1997 as it is not
           significant  for  restatement  of the  Company's  prior year  financial
           statements.
  Sprint  PCS.   The  Company,   Tele-Communications,   Inc.   ("TCI"),   Cox
       Communications,  Inc.  ("Cox," and  together  with the Company and TCI, the
       "Cable Partners") and Sprint  Corporation  ("Sprint," and together with the
       Cable  Partners,  the  "Parents"),  engage in the  wireless  communications
       business  through a  limited  partnership  known as  "Sprint  Spectrum"  or
       "Sprint  PCS." The Company  made its initial  investment  in 1994 to hold a
       general and limited partnership  interest of 15% in Sprint PCS. The Parents
       had  committed  to  contribute  $4.2  billion in cash to Sprint PCS through
       1999, of which the Company's share was $630.0 million. As of June 30, 1998,
       the  Company  had  contributed  $609.5  million  of  its  original  funding
       commitment. Under the terms of the Restructuring Agreement described below,
       the Company has loaned $60.0 million to Sprint PCS, and no further  amounts
       are due with respect to the balance of the original funding commitment.
  
                                          8
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       In May  1998,  the  Parents  announced  an  agreement  (the  "Restructuring
       Agreement")  under which Sprint would assume total ownership and management
       control of Sprint PCS.
  
       At closing of the Restructuring Agreement, Sprint will issue a new class of
       Sprint stock (the "Sprint PCS Stock") to track the  performance of Sprint's
       combined  wireless  operations.  Initially,  the  Company  will  receive an
       approximate  11.4%  interest  in the Sprint PCS Stock in  exchange  for its
       interests in Sprint PCS. The  Restructuring  Agreement also contemplates an
       initial public offering  ("IPO") of Sprint PCS Stock to occur  concurrently
       with the above,  followed by the  distribution of Sprint's  interest in the
       Sprint  PCS  Stock  to its  existing  shareholders.  If the  IPO can not be
       completed at that time,  the  shareholder  distribution  will be made.  The
       Cable  Partners'  interests  in the  Sprint  PCS  Stock  would  be  reduced
       proportionately  by the amount of ownership  interests issued in connection
       with the IPO, and in connection with any purchases made at that time by two
       of Sprint's major shareholders under existing anti-dilution rights - France
       Telecom  S.A.  ("France   Telecom")  and  Deutsche  Telekom  AG  ("Deutsche
       Telekom").
  
       The Sprint PCS Stock will be divided  into three  categories:  (i) Series 1
       (one vote per share) to be held by the public, (ii) Series 2 (1/10 vote per
       share  other  than in class  votes) to be held by the Cable  Partners,  and
       (iii)  Series 3 (one  vote per  share)  to be held by  France  Telecom  and
       Deutsche Telekom. Under the terms of the Restructuring Agreement, the Cable
       Partners have registration rights, subject to customary  restrictions,  and
       certain anti-dilution rights of France Telecom and Deutsche Telekom,  that,
       if used, will permit the  monetization of their Sprint PCS holdings through
       equity offerings or derivatives.  If the Series 2 shares are transferred by
       a Cable Partner, the transferred shares become full vote Series 1 shares.
  
       The  Restructuring  Agreement is expected to close in 1998,  subject to the
       receipt of necessary regulatory and shareholder approvals.
  
       TCGI.  In  November  1997,  TCGI filed a  registration  statement  with the
       Securities and Exchange Commission to sell 7.3 million shares of TCGI Class
       A Stock  (the  "TCGI  Offering").  As a result  of the TCGI  Offering,  the
       Company  recognized a $59.6 million increase in its proportionate  share of
       TCGI's net assets as a gain from equity offering of affiliate. Such pre-tax
       gain is included  in the  Company's  condensed  consolidated  statement  of
       operations and  accumulated  deficit for the six months ended June 30, 1998
       as the  Company  records its  proportionate  share of TCGI's net losses one
       quarter in arrears.
  
       UK  Investees.  As of June 30, 1998,  Comcast UK Cable (see Note 3) holds a
       27.5% interest in Birmingham Cable Corporation Limited and a 50.0% interest
       in Cable London PLC.
  
       Comcast-Spectacor.  Effective  January 1,  1998,  the  Company's  condensed
       consolidated   financial   statements   include  the  accounts  of  Comcast
       Spectacor,  L.P.  ("Comcast-Spectacor"),  an affiliate previously accounted
       for under the equity method, due to certain call rights held by the Company
       which became exercisable effective January 16, 1998.
  
       Other.  The Company's other equity investees  include  investments in cable
       communications   (including   Garden  State   Cablevision   L.P.,  a  cable
       communications company serving more than 210,000 subscribers as of June 30,
       1998 in the  State  of New  Jersey),  cellular/PCS  telecommunications  and
       content providers.  The Company does not consider these other equity method
       investments to be individually  significant to its  consolidated  financial
       position, results of operations or liquidity.
  
       Restructuring of Primestar's Operations.  As of March 31, 1998, the Company
       held a 10.4% general and limited partnership interest in PRIMESTAR Partners
       L.P.  ("Primestar"),  which was  principally  engaged  in the  business  of
       acquiring,  originating and/or providing  television  programming  services
       delivered by satellite  through a network of  distributors,  including  the
       Company, throughout the United States ("US").
  
       The Company,  through a wholly owned subsidiary,  distributed the Primestar
       DBS service (the "Primestar Service") to subscribers within specified areas
       of 19 states in the US. As of March 31,  1998,  the  Company  provided  the
       Primestar Service to more than 189,000 subscribers.
  
                                          9
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       On February 6, 1998,  the Company  entered  into a Merger and  Contribution
       Agreement (the "Merger and Contribution  Agreement") with Primestar and the
       affiliates  of each of the  other  partners  of  Primestar,  including  TCI
       Satellite Entertainment, Inc. ("TSAT"), a publicly-traded company, pursuant
       to which the Company's DBS operations,  the Company's partnership interests
       in Primestar and the Primestar partnership interests and the DBS operations
       of the other  partners of Primestar  were to be  consolidated  into a newly
       formed  company  ("New  Primestar").  Under  the  terms of the  Merger  and
       Contribution Agreement,  which closed on April 1, 1998, in exchange for the
       Company's DBS operations and equity  interest in Primestar,  New Primestar,
       through a series of  transactions,  assumed  $74.7 million of the Company's
       debt and the Company  received 9.5% of New Primestar  common  equity,  both
       subject to adjustment  based on the number of the Company's  subscribers to
       the Primestar Service,  inventory amounts and other factors.  Subsequent to
       the Merger and Contribution Agreement, New Primestar repaid indebtedness of
       $74.7 million to the Company.  During the three months ended June 30, 1998,
       the Company  recognized  a pre-tax  gain on the  exchange of $9.9  million.
       Subject to receipt of regulatory  approval and other conditions,  TSAT will
       merge  with  and into  New  Primestar  in a  transaction  in  which  TSAT's
       outstanding  common  shares  will be  exchanged  for  common  shares of New
       Primestar.
  
       In June 1997, Primestar entered into an agreement with The News Corporation
       Limited, MCI  Telecommunications  Corporation and American Sky Broadcasting
       LLC ("ASkyB"),  pursuant to which Primestar (or, under certain  conditions,
       New Primestar)  will acquire  certain  assets  relating to a high-power DBS
       business (the "ASkyB Transaction"). In exchange for such assets, ASkyB will
       receive  non-voting  securities of New Primestar  that will be  convertible
       into  non-voting  common stock of New  Primestar,  and,  accordingly,  will
       reduce  the  Company's   common   equity   interest  in  New  Primestar  to
       approximately 7% on a fully diluted basis, subject to adjustment.
  
       On May 12,  1998,  the  Antitrust  Division  of the  Department  of Justice
       ("DOJ")  filed a  Complaint  in the United  States  District  Court for the
       District of Columbia seeking to permanently  enjoin the ASkyB  Transaction,
       or,  in the  alternative,  requiring  that the  cable  stockholders  of New
       Primestar,  including the Company,  divest their ownership interests in New
       Primestar.  All parties  have  answered the DOJ's  complaint.  Discovery is
       underway and a trial date has been set for early 1999.
  
       Fair Value Method
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies,  with an  historical  cost of $132.1  million and $130.0
       million  as of June 30,  1998 and  December  31,  1997,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $583.1  million  and $346.5
       million  as of June 30,  1998 and  December  31,  1997,  respectively.  The
       unrealized  pre-tax  gains as of June 30,  1998 and  December  31,  1997 of
       $451.0 million and $216.5 million, respectively,  have been reported in the
       Company's   condensed   consolidated   balance  sheet  as  a  component  of
       stockholders'  equity, net of related deferred income tax expense of $157.8
       million and $75.8 million, respectively.
  
       In March 1998, the Company sold call options  relating to its  unrestricted
       equity investments in TCI, TCI Ventures Group, Inc. and Liberty Media Group
       common  stock  (together,  the "TCI  Stock") for $20.7  million.  Such call
       options expire between March and September  1999.  During the six and three
       months ended June 30, 1998, the Company recorded pre-tax investment expense
       of $40.2 million and $25.6 million,  respectively,  related to the increase
       in the value of the call options.
  
  5.   LONG-TERM DEBT
  
       Redemption of 1 1/8% Debentures
       In March 1998,  the Company  completed the redemption of its $541.9 million
       principal amount 1 1/8% discount  convertible  subordinated  debentures due
       2007 (the "1 1/8%  Debentures").  The Company issued 10.4 million shares of
       its  Class A  Special  Common  Stock  upon  conversion  of  $540.2  million
       principal amount of 1 1/8% Debentures  while $1.7 million  principal amount
       of 1 1/8% Debentures was redeemed for cash at a redemption price of 67.112%
       of  the  principal   amount,   together  with  accrued  interest   thereon.
       Stockholders'  equity was increased by the full amount of 1 1/8% Debentures
       converted plus accrued interest,  less unamortized debt acquisition  costs.
       Unamortized  debt  acquisition  costs  related  to  the 1  1/8%  Debentures
       redeemed for cash were not significant. The issuance of the
  
                                         10
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Company's  Class A  Special  Common  Stock  upon  conversion  of the 1 1/8%
       Debentures had no impact on the Company's condensed  consolidated statement
       of cash flows due to its noncash nature.
  
       Interest Rates
       As of June 30, 1998 and December 31, 1997, the Company's effective weighted
       average  interest  rate on its  long-term  debt  outstanding  was 8.42% and
       8.36%, respectively.
  
       Lines of Credit
       As of July 31, 1998,  certain  subsidiaries of the Company had unused lines
       of credit of $1.164 billion.  The  availability and use of the unused lines
       of credit is restricted by the covenants of the related debt agreements and
       to subsidiary general purposes and dividend declaration.
  
  6.   STOCKHOLDERS' EQUITY
  
       In April 1997, in connection with the Company's market  repurchase  program
       which  terminated in May 1997,  the Company sold put options on 2.0 million
       shares of its Class A Special Common Stock. The put options,  which expired
       unexercised  during the three months  ended June 30, 1998,  gave the holder
       the right to require the Company to  repurchase  such shares at a specified
       price on specific dates in April and May 1998. Upon expiration, the Company
       reclassified $31.4 million,  the amount it would have been obligated to pay
       to repurchase such shares had the put options been  exercised,  from common
       equity  put  options  to  additional  capital  in the  Company's  condensed
       consolidated balance sheet.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made cash  payments  for  interest of $262.6  million,  $233.8
       million,  $198.5 million and $116.7 million during the six and three months
       ended June 30, 1998 and 1997, respectively.
  
       The Company made cash  payments for income  taxes of $88.1  million,  $75.0
       million,  $73.0 million and $56.7  million  during the six and three months
       ended June 30, 1998 and 1997, respectively.
  
  8.   CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
                                         11
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  9.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in millions)
  Domestic
                                                         Cable        Electronic      Cellular       Corporate
                                                    Communications     Retailing   Communications   and Other (1)     Total
  Six Months Ended June 30, 1998
  Revenues, net...............................          $1,109.5       $1,074.6         $221.3          $276.1       $2,681.5
  Depreciation and amortization...............             323.6           58.4           57.7            86.7          526.4
  Operating income (loss).....................             201.8          129.5           31.0           (97.9)         264.4
  Interest expense............................             107.9           26.4           53.3           104.3          291.9
  Capital expenditures........................             293.7           41.6           17.4            66.9          419.6
  Equity in net losses of affiliates..........                                                           237.0          237.0
  
  Three Months Ended June 30, 1998
  Revenues, net...............................            $568.3         $530.0         $115.9          $107.5       $1,321.7
  Depreciation and amortization...............             161.7           28.9           29.7            38.8          259.1
  Operating income (loss).....................             114.3           63.8           19.5           (54.2)         143.4
  Interest expense............................              54.4           13.1           26.1            50.7          144.3
  Capital expenditures........................             153.4           22.1           13.0            32.0          220.5
  Equity in net losses of affiliates..........                                                           107.3          107.3
  
  As of June 30, 1998
  Assets......................................          $6,254.7       $2,221.0       $1,455.6        $3,358.4      $13,289.7
  Long-term debt, less current portion........           2,709.1          725.0        1,249.3         1,975.5        6,658.9
  
  Six Months Ended June 30, 1997
  Revenues, net...............................          $1,021.9         $947.4         $220.3          $125.7       $2,315.3
  Depreciation and amortization...............             306.8           51.6           53.6            50.4          462.4
  Operating income (loss).....................             169.9          103.0           35.0           (69.2)         238.7
  Interest expense............................             119.9           27.9           52.1            79.0          278.9
  Capital expenditures........................             251.5           41.1           57.9            96.6          447.1
  Equity in net losses of affiliates..........                                                           131.2          131.2
  
  Three Months Ended June 30, 1997
  Revenues, net...............................            $520.8         $467.7         $116.2           $79.8       $1,184.5
  Depreciation and amortization...............             168.0           24.8           25.6            31.6          250.0
  Operating income (loss).....................              78.4           50.7           25.3           (37.0)         117.4
  Interest expense............................              63.2           13.9           28.1            40.4          145.6
  Capital expenditures........................             144.9           26.1           40.0            56.1          267.1
  Equity in net losses of affiliates..........                                                            61.1           61.1
  ---------------
  (1)  Other includes certain operating  businesses,  including  Comcast-Spectacor
       (effective  January  1,  1998) and E!  Entertainment  (effective  March 31,
       1997),   the  Company's   consolidated  UK  cable  and   telecommunications
       operations,  the  Company's  DBS  operations  (prior to April 1,  1998) and
       elimination entries related to the segments presented.
  12
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures have been provided through the Company's  financing  activities and
  sales of long-term  investments,  as well as its existing cash, cash equivalents
  and short-term investments.
  
  General Developments of Business
  
  See Note 3 to the Company's condensed consolidated financial statements included
  in Item 1.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term  investments as of June 30,
  1998 were $565.1 million.  As of June 30, 1998,  $402.8 million of the Company's
  cash,  cash  equivalents  and  short-term  investments  is  restricted to use by
  subsidiaries of the Company under contractual or other  arrangements,  including
  $154.0 million which is restricted to use by Comcast UK Cable  Partners  Limited
  ("Comcast UK Cable"), a consolidated subsidiary of the Company.
  
  The Company's cash  equivalents and short-term  investments are recorded at cost
  which approximates their fair value. As of June 30, 1998, short-term investments
  have a weighted average maturity of approximately eight months.
  
  Investments
  See Notes 3 and 4 to the Company's condensed  consolidated  financial statements
  included in Item 1.
  
  The Company does not have any significant  contractual  commitments with respect
  to any of its investments.  However, to the extent the Company does not fund its
  investees'  capital  calls,  it  exposes  itself to  dilution  of its  ownership
  interests. The Company continually evaluates its existing investments as well as
  new investment opportunities.
  
  Financing
  As of June 30,  1998 and  December  31,  1997,  the  Company's  long-term  debt,
  including current portion, was $6.763 billion and $6.691 billion,  respectively,
  of which 22.6% and 17.1%,  respectively,  was at variable  rates. As of July 31,
  1998,  certain  subsidiaries of the Company had unused lines of credit of $1.164
  billion.  The availability and use of these unused lines of credit is restricted
  by the  covenants  of the related  debt  agreements  and to  subsidiary  general
  purposes  and dividend  declaration.  As of June 30, 1998 and December 31, 1997,
  the Company's  effective  weighted  average  interest rate on its long-term debt
  outstanding was 8.42% and 8.36%, respectively.
  
  In March 1998,  the  Company  completed  the  redemption  of its $541.9  million
  principal amount 1 1/8% discount  convertible  subordinated  debentures due 2007
  (the "1 1/8% Debentures"). The Company issued 10.4 million shares of its Class A
  Special  Common Stock upon  conversion of $540.2 million  principal  amount of 1
  1/8%  Debentures  while $1.7 million  principal  amount of 1 1/8% Debentures was
  redeemed  for cash at a  redemption  price of 67.112% of the  principal  amount,
  together with accrued interest  thereon.  Stockholders'  equity was increased by
  the full amount of 1 1/8%  Debentures  converted  plus  accrued  interest,  less
  unamortized debt acquisition  costs.  Unamortized debt acquisition costs related
  to the 1 1/8% Debentures redeemed for cash were not significant. The issuance of
  the  Company's  Class A  Special  Common  Stock  upon  conversion  of the 1 1/8%
  Debentures had no impact on the Company's  condensed  consolidated  statement of
  cash flows due to its noncash nature.
  
                         __________________________________
  
                                         13
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  The telecommunications  industry,  including cable and cellular  communications,
  and the electronic  retailing industry are experiencing  increasing  competition
  and rapid technological changes. The Company's future results of operations will
  be affected by its  ability to react to changes in the  competitive  environment
  and by its ability to implement new technologies.  However, the Company believes
  that competition,  technological  changes and its history of significant  losses
  will not significantly affect its ability to obtain financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments and lines of credit and other external financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  increased  $102.9  million as of June 30,  1998 from
  December 31, 1997 and increased $933.3 million as of June 30, 1997 from December
  31, 1996.  Changes in cash and cash  equivalents  resulted  from cash flows from
  operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities amounted to $438.1 million and $436.4
  million  for the six months  ended  June 30,  1998 and 1997,  respectively.  The
  increase of $1.7 million is  principally  due to the  increase in the  Company's
  operating  income  before   depreciation  and  amortization   (see  "Results  of
  Operations")  and  changes  in  working  capital  as a result  of the  timing of
  receipts  and  disbursements,  including  the  effects of the  consolidation  of
  Comcast  Spectacor,  L.P.  ("Comcast-Spectacor")  effective January 1, 1998 (see
  Note 4 to the Company's condensed  consolidated financial statements included in
  Item  1)  and  the  acquisition  of  E!  Entertainment  Television,   Inc.  ("E!
  Entertainment") on March 31, 1997 (the "E! Acquisition").
  
  Net cash provided by financing  activities was $207.2 million and $924.7 million
  for the six months  ended June 30, 1998 and 1997,  respectively.  During the six
  months  ended June 30,  1998,  the Company  borrowed  $1.029  billion and repaid
  $815.9  million  of  its  long-term  debt,  primarily  in  connection  with  the
  refinancing  of certain  subsidiary  indebtedness  in March 1998.  In  addition,
  during the six months  ended June 30,  1998,  the Company had net  issuances  of
  $13.9  million of its common stock and paid cash  dividends of $17.9  million on
  its common stock and Series A Preferred Stock.  During the six months ended June
  30, 1997, the Company borrowed $2.958 billion,  primarily in connection with the
  refinancing  of  certain  subsidiary  indebtedness  and  the  acquisition  of E!
  Entertainment (the "E! Acquisition"), and repaid $2.940 billion of its long-term
  debt,  primarily  in  connection  with the  refinancing  of  certain  subsidiary
  indebtedness  and the  redemption  of debt.  Deferred  financing  costs of $43.2
  million were  incurred  during the six months ended June 30, 1997 related to the
  issuance of certain subsidiary senior notes. In addition,  during the six months
  ended  June  30,  1997,  the  Company   received  $1.0  billion  from  Microsoft
  Corporation  for the  issuance of its Class A Special  Common Stock and Series B
  Preferred  Stock,  repurchased  $33.6  million of its common stock and paid cash
  dividends of $16.5 million on its common stock and Series A Preferred Stock.
  
  Net cash used in investing  activities was $542.4 million and $427.8 million for
  the six months ended June 30, 1998 and 1997, respectively. During the six months
  ended  June  30,  1998,   net  cash  used  in  investing   activities   includes
  acquisitions, net of cash acquired, of $219.4 million, investments in affiliates
  of $83.4 million and capital expenditures of $419.6 million,  offset by proceeds
  from the sales of short-term  investments and call options of $136.1 million and
  repayment of a loan by an investee of $74.7 million. During the six months ended
  June 30, 1997, net cash used in investing activities includes acquisitions,  net
  of cash acquired, of $125.8 million,  investments in affiliates of $78.5 million
  and capital  expenditures  of $447.1  million,  offset by the proceeds  from the
  sales  of  short-term  and  long-term  investments  and a  distribution  from an
  investee  of $222.9  million  and  repayment  of a loan by an  investee of $25.2
  million.
  
  Results of Operations
  
  The  effects of the  Company's  recent  acquisitions  and the  consolidation  of
  Comcast-Spectacor  effective  January 1, 1998,  as well as  increased  levels of
  capital  expenditures,  were to increase  the  Company's  revenues  and expenses
  resulting  in  increases  in  its  operating  income  before   depreciation  and
  amortization,  depreciation expense,  amortization expense and interest expense.
  In addition,  the  Company's  equity in net losses of  affiliates  has increased
  principally  as a result of the  start-up  nature of  certain  of the  Company's
  equity investees (see "Consolidated Analysis").
  
                                         14
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  Summarized  consolidated  financial  information for the Company for the six and
  three  months  ended June 30, 1998 and 1997 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  Six Months Ended
                                                                         June 30,              Increase / (Decrease)
                                                                     1998         1997           $            %
  Revenues..................................................       $2,681.5     $2,315.3       $366.2        15.8%
  Cost of goods sold from electronic retailing..............          652.4        571.8         80.6        14.1
  Operating, selling, general and administrative expenses...        1,238.3      1,042.4        195.9        18.8
                                                                  ---------     --------
  Operating income before depreciation and
     amortization (1).......................................          790.8        701.1         89.7        12.8
  Depreciation..............................................          268.8        221.5         47.3        21.4
  Amortization..............................................          257.6        240.9         16.7         6.9
                                                                  ---------     --------
  Operating income..........................................          264.4        238.7         25.7        10.8
                                                                  ---------     --------
  Interest expense..........................................          291.9        278.9         13.0         4.7
  Investment expense (income), net..........................            1.2        (93.6)       (94.8)         NM
  Equity in net losses of affiliates........................          237.0        131.2        105.8        80.6
  Gain from equity offering of affiliate....................          (59.6)                     59.6          NM
  Other.....................................................           (3.5)         4.4         (7.9)         NM
  Income tax expense........................................            0.3         36.9        (36.6)      (99.2)
  Minority interest.........................................          (39.2)       (39.8)        (0.6)       (1.5)
  Extraordinary items.......................................                       (22.8)       (22.8)         NM
                                                                  ---------     --------
  Net loss..................................................        ($163.7)     ($102.1)       $61.6        60.3%
                                                                  =========     ========
  
                                                                     Three Months Ended
                                                                         June 30,              Increase / (Decrease)
                                                                     1998         1997           $            %
  
  Revenues..................................................       $1,321.7     $1,184.5       $137.2        11.6%
  Cost of goods sold from electronic retailing..............          320.0        279.0         41.0        14.7
  Operating, selling, general and administrative expenses...          599.2        538.1         61.1        11.4
                                                                  ---------     --------
  Operating income before depreciation and
     amortization (1) ......................................          402.5        367.4         35.1         9.6
  Depreciation..............................................          131.4        125.7          5.7         4.5
  Amortization..............................................          127.7        124.3          3.4         2.7
                                                                  ---------     --------
  Operating income..........................................          143.4        117.4         26.0        22.1
                                                                  ---------     --------
  Interest expense..........................................          144.3        145.6         (1.3)       (0.1)
  Investment income.........................................           (0.1)       (81.4)       (81.3)      (99.9)
  Equity in net losses of affiliates........................          107.3         61.1         46.2        75.6
  Other.....................................................           (1.0)        (4.5)        (3.5)      (77.8)
  Income tax (benefit) expense..............................           (0.3)        27.0        (27.3)         NM
  Minority interest.........................................          (22.0)       (15.8)         6.2        39.2
  Extraordinary items.......................................                       (22.8)       (22.8)         NM
                                                                  ---------     --------
  Net loss..................................................         ($84.8)      ($37.4)       $47.4          NM
                                                                  =========     ========
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  expense  and  amortization  expense,  operating  cash flow is
       frequently  used  as one of  the  bases  for  comparing  businesses  in the
       Company's industries, although the Company's measure of operating cash flow
       may not be  comparable  to similarly  titled  measures of other  companies.
       Operating  cash flow does not purport to  represent  net income or net cash
       provided  by  operating  activities,  as  those  terms  are  defined  under
       generally accepted accounting
  
                                         15
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements as an indicator of the Company's  performance.  See "Statement
       of Cash Flows"  above for a  discussion  of net cash  provided by operating
       activities.
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following table sets forth the operating results for the Company's  domestic
  cable communications segment (dollars in millions):
  Six Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $                 %
  Service income...................................   $1,109.5         $1,021.9            $87.6             8.6%
  Operating, selling, general and
       administrative expenses.....................      584.2            545.2             39.0             7.2
                                                      --------         --------            ----- 
  Operating income before depreciation
       and amortization (a)........................     $525.3           $476.7            $48.6            10.2%
                                                      ========         ========            =====
  
                                                         Three Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $                 %
  Service income...................................     $568.3           $520.8            $47.5             9.1%
  Operating, selling, general and
       administrative expenses.....................      292.4            274.4             18.0             6.6
                                                      --------         --------            ----- 
  Operating income before depreciation
       and amortization (a)........................     $275.9           $246.4            $29.5            12.0%
                                                      ========         ========            =====
  ---------------
  (a) See footnote (1) on page 15.
  Of the  respective  $87.6 million and $47.5 million  increases in service income
  for the six  and  three  month  periods  from  1997 to  1998,  $9.9  million  is
  attributable to the effects of the acquisitions of cable communications systems,
  $17.1  million and $8.6 million are  attributable  to subscriber  growth,  $50.2
  million  and $25.9  million  relate to changes in rates,  $9.3  million and $5.4
  million are attributable to growth in cable  advertising sales and the remaining
  changes relate to other product offerings.
  
  Of the  respective  $39.0  million and $18.0  million  increases  in  operating,
  selling, general and administrative expenses for the six and three months period
  from  1997  to  1998,  $5.4  million  is  attributable  to  the  effects  of the
  acquisitions of cable communications systems, $22.4 million and $9.2 million are
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and  additional  channel  offerings,  $3.6
  million and $1.6 million are  attributable  to growth in  advertising  sales and
  $7.6 million and $1.8 million result from increases in the cost of labor,  other
  volume related expenses and costs associated with new product  offerings.  It is
  anticipated  that the Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
                                         16
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  Electronic Retailing
  
  The  following  table  sets  forth  the  operating  results  for  the  Company's
  electronic retailing segment,  consisting of the operations of QVC, Inc. and its
  subsidiaries  ("QVC"), a majority owned and controlled subsidiary of the Company
  (dollars in millions):
  Six Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $                 %
  Net sales from electronic retailing..............   $1,074.6           $947.4            $127.2           13.4%
  Cost of goods sold from electronic retailing.....      652.4            571.8              80.6           14.1
  Operating, selling, general and administrative
       expenses....................................      234.4            221.0              13.4            6.1
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)........................     $187.8           $154.6             $33.2           21.5%
                                                      ========           ======            ======
  
  Gross margin.....................................       39.3%            39.6%
                                                      ========           ====== 
  
                                                         Three Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $                 %
  Net sales from electronic retailing..............     $530.0           $467.7             $62.3           13.3%
  Cost of goods sold from electronic retailing.....      320.0            279.0              41.0           14.7
  Operating, selling, general and administrative
       expenses....................................      117.3            113.2               4.1            3.6
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)........................      $92.7            $75.5             $17.2           22.8%
                                                      ========           ======            ======
  
  Gross margin.....................................       39.6%            40.3%
                                                      ========           ======
  ---------------
  (a) See footnote (1) on page 15.
  The  respective  increases  in net sales  from  electronic  retailing  of $127.2
  million and $62.3  million for the six and three month periods from 1997 to 1998
  are  primarily  attributable  to the effects of 7.2% and 6.8%  increases  in the
  average  number of homes  receiving QVC services in the United States ("US") and
  increases in net sales to existing subscribers in the United Kingdom ("UK"), and
  to a lesser  extent  13.3% and 13.0%  increases  in the average  number of homes
  receiving QVC services in the UK.
  
  The  increases in cost of goods sold from  electronic  retailing  are  primarily
  related to the growth in net sales.
  
  Of the $13.4 million increase in operating,  selling, general and administrative
  expenses  for the  six  month  period  from  1997  to  1998,  $12.1  million  is
  attributable  to higher  variable  costs  associated  with the increase in sales
  volume. The remaining increase is attributable to personnel and facilities based
  costs   associated  with  Studio  Park,   QVC's  new   production,   studio  and
  administrative  facility  which  was  opened in the  third  quarter  of 1997 and
  expansion in the UK and Germany,  partially  offset by savings in marketing  and
  promotional costs in the US. Of the $4.1 million increase in operating, selling,
  general and  administrative  expenses  for the three  month  period from 1997 to
  1998, $5.8 million is attributable to higher variable costs  associated with the
  increase in sales volume.  The remaining  decrease is primarily  attributable to
  reduced marketing and promotional costs in the US.
  
                                         17
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions):
  Six Months Ended
                                                              June 30,                           Increase
                                                        1998             1997               $               %
  Service income...................................     $221.3           $220.3            $1.0           0.5%
  Operating, selling, general and administrative
       expenses....................................      132.6            131.7             0.9           0.7
                                                        ------           ------           -----
  Operating income before depreciation
       and amortization (a)........................      $88.7            $88.6            $0.1           0.1%
                                                        ======           ======           ===== 
  
                                                         Three Months Ended
                                                              June 30,                      Increase/(Decrease)
                                                        1998             1997               $               %
  Service income...................................     $115.9           $116.2           ($0.3)         (0.3%)
  Operating, selling, general and administrative
       expenses....................................       66.7             65.3             1.4           2.1
                                                        ------           ------           -----
  Operating income before depreciation
       and amortization (a)........................      $49.2            $50.9           ($1.7)         (3.3%)
                                                        ======           ======           =====
  ---------------
  (a) See footnote (1) on page 15.
  Service  income was flat for the six and three month  periods from 1997 to 1998,
  as  subscriber  growth was offset,  in part,  by the effects of increased use of
  promotional and free minute plans offered to subscribers.  These plans generally
  have higher  access fees and  increase the minutes of use per  subscriber  while
  lowering the average rate per minute of use.
  
  Operating,  selling,  general and administrative  expenses were flat for the six
  and three  month  periods  from 1997 to 1998 as a result  of  improved  bad debt
  experience due to stronger credit procedures  offset, in part, by an increase in
  commission costs associated with more gross sales in 1998.
  
  Consolidated Analysis
  
  The respective $47.3 million and $5.7 million increases in depreciation  expense
  for the six and three month periods from 1997 to 1998 are primarily attributable
  to the effects of capital  expenditures,  increased losses on asset disposals in
  connection with the Company's domestic cable communications  rebuild activities,
  the   consolidation   of  Comcast-   Spectacor  and  the  acquisition  of  cable
  communications systems.
  
  The respective $16.7 million and $3.4 million increases in amortization  expense
  for the six and three month periods from 1997 to 1998 are primarily attributable
  to the effects of the consolidation of Comcast-Spectacor.
  
  The $13.0  million  increase in interest  expense for the six month  period from
  1997 to 1998 is attributable to the effects of capitalized  interest  associated
  with the Company's investment in Sprint PCS during the six months ended June 30,
  1997, the consolidation of Comcast-Spectacor, the E! Acquisition and an increase
  in the Company's  effective  weighted average interest rate, offset, in part, by
  lower  levels  of  debt  outstanding.  The  Company  anticipates  that,  for the
  foreseeable  future,  interest expense will be a significant cost to the Company
  and will have a significant  adverse effect on the Company's  ability to realize
  net  earnings.  The  Company  believes  it will  continue to be able to meet its
  obligations  through  its  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
  In March 1998, the Company sold call options relating to its unrestricted equity
  investments in  Tele-Communications,  Inc. ("TCI"), TCI Ventures Group, Inc. and
  Liberty Media Group common stock (together,  the "TCI Stock") for $20.7 million.
  Such call options  expire between March and September  1999.  During the six and
  three  months  ended June 30,  1998,  the Company  recorded  pre-tax  investment
  expense  of $40.2  million  and  $25.6  million,  respectively,  related  to the
  increase in the value of the call options. In addition, as of June 30, 1998, the
  Company recorded net unrealized gains of $53.1 million and $25.5 million related
  to the TCI Stock, net of deferred income tax expense of $28.6 million and $13.7
  
                                         18
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  million, to its condensed consolidated balance sheet,  representing the increase
  in fair value of the TCI Stock  during the six and three  months  ended June 30,
  1998, respectively. In April 1998, the Company received $74.7 million (repayment
  of indebtedness)  and a 9.5% common equity interest in New Primestar in exchange
  for the Company's  direct  broadcast  satellite  operations and its 10.4% equity
  interest in PRIMESTAR Partners L.P. ("Primestar"). During the three months ended
  June 30,  1998,  the Company  recognized  a pre-tax  gain of $9.9 million on the
  exchange.
  
  During the first  quarter of 1997 the Company  received  2.76 million  shares of
  Teleport Communications Group, Inc. ("TCGI") Class A Stock from TCGI in exchange
  for the  Company's  shares of an alternate  access  provider.  In May 1997,  the
  Company  sold all of its  shares of TCGI  Class A Stock for  $68.9  million  and
  recognized a pre-tax gain of $68.9  million.  In February 1997, the Company sold
  options to acquire 25.0 million shares of Nextel Communications, Inc. ("Nextel")
  common stock to Nextel for $25.0  million and  recognized a pre-tax gain of $5.0
  million.  In January 1997,  the Company sold 1.27 million shares of Time Warner,
  Inc. ("Time Warner") common stock, representing the Company's entire interest in
  Time Warner, for $48.6 million and recognized a pre-tax loss of $3.8 million.
  
  The  $105.8  million  and $46.2  million  increases  in equity in net  losses of
  affiliates  for the six and three month  periods from 1997 to 1998 are primarily
  due to the effects of increased  losses  incurred by Sprint PCS. Based on Sprint
  PCS' current  operations  and business plan,  the Company  anticipates  that its
  proportionate  share of Sprint PCS' losses will be significant in future periods
  (see  Note  4 to  the  Company's  condensed  consolidated  financial  statements
  included in Item 1). As a result of the E!  Acquisition,  the Company recorded a
  charge  representing the cumulative amount that would have been recorded had the
  Company accounted for its investment in E! Entertainment under the equity method
  since  the date of  initial  investment  (the  "Cumulative  Charge").  Since the
  Company's  proportionate  share of E!  Entertainment's  cumulative losses was in
  excess of the Company's  historical  cost basis in E!  Entertainment  and as the
  Company  was  under  no  contractual   obligation  to  fund  the  losses  of  E!
  Entertainment,  the  Cumulative  Charge was limited to the Company's  historical
  cost basis of $12.1 million.  Such amount is included in equity in net losses of
  affiliates in the Company's condensed  consolidated  statement of operations and
  accumulated deficit for the six and three months ended June 30, 1997.
  
  In November 1997,  TCGI filed a  registration  statement with the Securities and
  Exchange  Commission to sell 7.3 million shares of TCGI Class A Stock (the "TCGI
  Offering").  As a result of the TCGI  Offering,  the Company  recognized a $59.6
  million increase in its proportionate  share of TCGI's net assets as a gain from
  equity  offering of  affiliate.  Such pre-tax gain is included in the  Company's
  condensed  consolidated  statement of operations and accumulated deficit for the
  six months ended June 30, 1998 as the Company records its proportionate share of
  TCGI's net losses one quarter in arrears.
  
  The  fluctuations in other (income)  expense for the six and three month periods
  from 1997 to 1998 are primarily  attributable  to the effects of fluctuations in
  the foreign currency exchange rate.
  
  The $36.6 million and $27.3 million  decreases in income tax expense for the six
  and three month  periods from 1997 to 1998 are primarily a result of the effects
  of the  increase in the  Company's  loss before  income tax expense and minority
  interest  and  decreases in  non-deductible  foreign  losses and  non-deductible
  equity in net losses of affiliates.
  
  The $6.2 million  increase in minority  interest for the three month period from
  1997 to 1998 is  primarily  attributable  to the  effects  of changes in the net
  income   (loss)  of   Comcast   UK  Cable   and  QVC,   the   consolidation   of
  Comcast-Spectacor and the E! Acquisition.
  
  In connection with the refinancing of certain subsidiaries' indebtedness and the
  redemption of debt, the Company expensed  unamortized debt acquisition costs and
  incurred  debt   extinguishment   costs  of  $35.1  million,   resulting  in  an
  extraordinary  loss,  net of tax,  of $22.8  million or $0.07 per  common  share
  during the six and three months ended June 30, 1997.
  
  For the six and  three  months  ended  June 30,  1998 and  1997,  the  Company's
  earnings  (net loss plus income tax expense  (benefit),  equity in net losses of
  affiliates,  fixed  charges  (interest  expense))  were $365.5  million,  $364.5
  million,  $166.5 million and $214.1  million,  respectively.  Such earnings were
  adequate to cover the Company's fixed charges (including interest capitalized of
  $18.0 million and $9.4 million for the six and three months ended June 30, 1997)
  of $291.9 million, $296.9 million, $144.3 million and $155.0 million for the six
  and three months ended June 30, 1998 and 1997,
  
                                         19
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  respectively.  Fixed charges include non-cash interest expense,  net of interest
  capitalized,  of $26.1 million,  $28.9 million,  $11.6 million and $11.9 million
  for the six and three months ended June 30, 1998 and 1997, respectively.
  
  The  Company  believes  that  its  losses  will  not  significantly  affect  the
  performance of its normal business activities because of its existing cash, cash
  equivalents and short-term investments, its ability to generate operating income
  before  depreciation  and  amortization  and  its  ability  to  obtain  external
  financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
                                         20
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       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.
  
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
       At the Annual  Meeting on June 17,  1998,  the  shareholders  approved  the
       following proposals:
  
       To elect ten  directors  to serve  for the  ensuing  year and  until  their
       respective successors shall have been duly elected and qualified.
  Director                    Class of Stock                      For                  Withheld
  Ralph J. Roberts                     Class A                      29,109,733                67,115
                                            Class B                     131,793,750
  
       Julian A. Brodsky                    Class A                      29,110,945                65,903
                                            Class B                     131,793,750
  
       Brian L. Roberts                     Class A                      29,110,484                66,364
                                            Class B                     131,793,750
  
       Daniel Aaron                         Class A                      28,399,848               777,000
                                            Class B                     131,793,750
  
       Gustave G. Amsterdam                 Class A                      29,119,242                57,606
                                            Class B                     131,793,750
  
       Sheldon M. Bonovitz                  Class A                      28,399,229               777,619
                                            Class B                     131,793,750
  
       Joseph L. Castle II                  Class A                      29,123,323                53,525
                                            Class B                     131,793,750
  
       Bernard C. Watson                    Class A                      29,119,257                57,591
                                            Class B                     131,793,750
  
       Irving A. Wechsler                   Class A                      29,118,578                58,270
                                            Class B                     131,793,750
  
       Anne Wexler                          Class A                      28,397,716               779,132
                                            Class B                     131,793,750
  To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
       independent auditors for the 1998 fiscal year.
  
        Class of Stock               For               Against          Abstain
           Class A                29,105,521           21,817            49,510
           Class B               131,793,750
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            10.1      Restructuring  and Merger Agreement dated as of May 26, 1998
                      among Sprint Corporation,  TeleCommunications, Inc., Comcast
                      Corporation,  Cox  Communications,  Inc.  and  the  entities
                      listed therein  (incorporated  by reference to Exhibit No. 2
                      to the Sprint  Corporation  Current Report on Form 8-K filed
                      on June 2, 1998).
  
            27.1      Financial Data Schedule.
  
                                         21
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
       (b)  Reports on Form 8-K:
  
            (i)  Comcast Corporation filed a Current Report on Form 8-K under Item
                 5 on May 28, 1998  relating to its  announcement  to, among other
                 things,  purchase  from BCI  Telecom  Holding,  Inc.  ("BTH") 6.4
                 million Class A common shares in Jones Intercable,  Inc., as well
                 as a 49% interest in the BTH subsidiaries, which will continue to
                 own BTH's  investment  in  another  6.4  million  shares of Jones
                 Intercable,  Inc.  Class A common stock,  and a control option to
                 acquire approximately 2.9 million shares.
  
            (ii) Comcast Corporation filed a Current Report on Form 8-K under Item
                 5 on June 9, 1998 relating to the Restructuring Agreement between
                 Sprint  Corporation,  Comcast  Corporation,  Tele-Communications,
                 Inc. and Cox Communications, Inc.
  
                                         22
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                     COMCAST CORPORATION
                                     --------------------------------------------
  
                                     /S/ LAWRENCE S. SMITH
                                     --------------------------------------------
                                     Lawrence S. Smith
                                     Executive Vice President
                                     (Principal Accounting Officer)
  
  Date: August 14, 1998
  
                                         23