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:
                                 SEPTEMBER 30, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
               (Exact name of registrant as specified in its charter)
  
  
           PENNSYLVANIA                                     23-1709202
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
        Yes  __X__                                               No ____
                             --------------------------
  
  As of  September  30,  1999,  there were  715,051,949  shares of Class A Special
  Common Stock,  27,193,380 shares of Class A Common Stock and 9,444,375 shares of
  Class B Common Stock outstanding.
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                  TABLE OF CONTENTS
                                                                             Page
                                                                            Number
  PART I.   FINANCIAL INFORMATION
  
            ITEM 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet as of
                      September 30, 1999 and December 31, 1998 (Unaudited).......2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Nine and Three Months Ended September 30,
                      1999 and 1998 (Unaudited)..................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1999 and 1998 (Unaudited)..................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 15
  
            ITEM 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations...........................................16 - 23
  
  PART II.  OTHER INFORMATION
  
            ITEM 1.   Legal Proceedings.........................................24
  
            ITEM 6.   Exhibits and Reports on Form 8-K..........................24
  
            SIGNATURE.......................................................... 25
  
                         -----------------------------------
  
       This Quarterly  Report on Form 10-Q is for the three months ended September
  30, 1999. This Quarterly Report modifies and supersedes documents filed prior to
  this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
  information that we file with them,  which means that we can disclose  important
  information  to you by referring  you directly to those  documents.  Information
  incorporated by reference is considered to be part of this Quarterly  Report. In
  addition,  information  we file with the SEC in the  future  will  automatically
  update and supersede  information  contained in this Quarterly  Report.  In this
  Quarterly Report,  "Comcast," "we," "us" and "our" refer to Comcast  Corporation
  and its subsidiaries.
  
       You should  carefully  review the  information  contained in this Quarterly
  Report and in other reports or documents that we file from time to time with the
  SEC. In this Quarterly  Report, we state our beliefs of future events and of our
  future  financial  performance.  In some cases, you can identify those so-called
  "forward-looking   statements"  by  words  such  as  "may,"  "will,"   "should,"
  "expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
  "potential,"  or "continue" or the negative of those words and other  comparable
  words.  You  should be aware  that those  statements  are only our  predictions.
  Actual events or results may differ materially.  In evaluating those statements,
  you should specifically  consider various factors,  including the risks outlined
  below.  Those factors may cause our actual results to differ materially from any
  of our forward-looking statements.
  
  Factors Affecting Future Operations
  
       The cable communications  industry and the provision of programming content
  may be affected by, among other things:
  
       o    changes in laws and regulations,
       o    changes in the competitive environment,
       o    changes in technology,
       o    franchise related matters,
       o    market  conditions that may adversely  affect the availability of debt
            and equity  financing for working  capital,  capital  expenditures  or
            other purposes,
       o    demand for the programming content we distribute or the willingness of
            other video program providers to carry our content,
       o    general economic conditions.
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                (Dollars in millions, except share data)
                                                                                     September 30,     December 31,
                                                                                         1999               1998
                                                                                      -----------       -----------
  <S>                                                                                   <C>               <C>
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents ..................................................          $881.9            $870.7
     Investments ................................................................         5,354.1           3,653.4
     Accounts receivable, less allowance for doubtful
        accounts of $133.2 and $120.7 ...........................................           541.6             549.3
     Inventories, net ...........................................................           468.4             343.8
     Other current assets .......................................................            95.3             100.2
                                                                                      -----------       -----------
           Total current assets .................................................         7,341.3           5,517.4
                                                                                      -----------       -----------
  INVESTMENTS ...................................................................         2,683.2             602.4
                                                                                      -----------       -----------
  PROPERTY AND EQUIPMENT ........................................................         4,832.3           3,886.7
     Accumulated depreciation ...................................................        (1,622.5)         (1,362.3)
                                                                                      -----------       -----------
     Property and equipment, net ................................................         3,209.8           2,524.4
                                                                                      -----------       -----------
  DEFERRED CHARGES ..............................................................        11,496.6           8,214.5
     Accumulated amortization ...................................................        (2,466.0)         (2,148.2)
                                                                                      -----------       -----------
     Deferred charges, net ......................................................         9,030.6           6,066.3
                                                                                      -----------       -----------
                                                                                        $22,264.9         $14,710.5
                                                                                      ===========       ===========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses ......................................        $2,197.3          $1,600.3
     Accrued interest ...........................................................           140.9              73.5
     Net liabilities of discontinued operations .................................                             165.2
     Deferred income taxes ......................................................         1,575.3           1,033.2
     Current portion of long-term debt ..........................................           178.4             113.5
                                                                                      -----------       -----------
           Total current liabilities ............................................         4,091.9           2,985.7
                                                                                      -----------       -----------
  LONG-TERM DEBT, less current portion ..........................................         6,778.0           5,464.2
                                                                                      -----------       -----------
  DEFERRED INCOME TAXES .........................................................         2,883.7           1,500.1
                                                                                      -----------       -----------
  MINORITY INTEREST AND OTHER ...................................................           875.4             834.0
                                                                                      -----------       -----------
  COMMITMENTS AND CONTINGENCIES
  COMMON EQUITY PUT OPTIONS .....................................................                             111.2
                                                                                      -----------       -----------
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 20,000,000 shares; 5% series A convertible,
        no par value, issued, zero and 6,370 at redemption value ................                              31.9
        5.25% series B mandatorily redeemable convertible, $1,000 par value,
        issued, 562,260 and 540,690 at redemption value .........................           562.3             540.7
     Class A special common stock, $1 par value - authorized,
        2,500,000,000 shares; issued, 715,051,949 and 698,395,170 ...............           715.1             698.4
     Class A common stock, $1 par value - authorized,
        200,000,000 shares; issued, 27,193,380 and 31,690,063 ...................            27.2              31.7
     Class B common stock, $1 par value - authorized,
        50,000,000 shares; issued, 9,444,375 ....................................             9.4               9.4
     Additional capital .........................................................         3,448.2           2,941.7
     Accumulated deficit ........................................................          (371.9)         (1,488.2)
     Accumulated other comprehensive income .....................................         3,245.6           1,049.7
                                                                                      -----------       -----------
           Total stockholders' equity ...........................................         7,635.9           3,815.3
                                                                                      -----------       -----------
                                                                                        $22,264.9         $14,710.5
                                                                                      ===========       ===========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                         2
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                  (Amounts in millions, except per share data)
                                                                                Nine Months Ended            Three Months Ended
                                                                                   September 30,                September 30,
                                                                               1999          1998          1999             1998
                                                                          -----------    -----------    -----------    -----------
  <S>                                                                      <C>            <C>              <C>            <C>
  REVENUES
       Service income ..................................................     $2,418.4       $2,049.8         $848.0         $664.3
       Net sales from electronic retailing .............................      1,959.2        1,648.5          677.1          573.9
                                                                          -----------    -----------    -----------    -----------
                                                                              4,377.6        3,698.3        1,525.1        1,238.2
                                                                          -----------    -----------    -----------    -----------
  COSTS AND EXPENSES
       Operating .......................................................      1,201.6        1,048.4          412.1          307.4
       Cost of goods sold from electronic retailing ....................      1,181.1          997.6          411.8          345.2
       Selling, general and administrative .............................        648.6          577.1          237.3          212.3
       Depreciation ....................................................        402.7          344.8          148.6          117.1
       Amortization ....................................................        456.2          364.1          164.1          123.2
                                                                          -----------    -----------    -----------    -----------
                                                                              3,890.2        3,332.0        1,373.9        1,105.2
                                                                          -----------    -----------    -----------    -----------
  OPERATING INCOME .....................................................        487.4          366.3          151.2          133.0
  OTHER (INCOME) EXPENSE
       Interest expense ................................................        392.8          354.9          138.1          117.7
       Investment income ...............................................       (229.1)      (1,021.0)        (101.1)      (1,022.9)
       Equity in net (income) losses of affiliates .....................         (0.9)         345.4           (2.5)         108.6
       Gain from equity offering of affiliate ..........................                      (157.8)                        (98.1)
       Other income ....................................................     (1,433.6)          (8.1)          (2.7)          (3.9)
                                                                          -----------    -----------    -----------    -----------
                                                                             (1,270.8)        (486.6)          31.8         (898.6)
                                                                          -----------    -----------    -----------    -----------
  INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
       TAX EXPENSE, MINORITY INTEREST AND EXTRAORDINARY ITEMS ..........      1,758.2          852.9          119.4        1,031.6
  INCOME TAX EXPENSE ...................................................        827.9          322.6          104.2          313.2
                                                                          -----------    -----------    -----------    -----------
  INCOME FROM CONTINUING OPERATIONS BEFORE
       MINORITY INTEREST AND EXTRAORDINARY ITEMS .......................        930.3          530.3           15.2          718.4
  MINORITY INTEREST INCOME .............................................        (18.2)         (44.4)          (5.4)          (5.2)
                                                                          -----------    -----------    -----------    -----------
  INCOME FROM CONTINUING OPERATIONS BEFORE
       EXTRAORDINARY ITEMS .............................................        948.5          574.7           20.6          723.6
  (GAIN) LOSS FROM DISCONTINUED OPERATIONS, net of income tax expense
       (benefit) of $147.7, ($13.2), $159.6 and ($4.2) .................       (335.8)          21.4         (355.9)           6.6
                                                                          -----------    -----------    -----------    -----------
  INCOME BEFORE EXTRAORDINARY ITEMS ....................................      1,284.3          553.3          376.5          717.0
  EXTRAORDINARY ITEMS ..................................................        (44.4)          (3.0)         (41.4)          (3.0)
                                                                          -----------    -----------    -----------    -----------
  NET INCOME ...........................................................      1,239.9          550.3          335.1          714.0
  PREFERRED DIVIDENDS ..................................................        (22.4)         (21.7)          (7.3)          (7.4)
                                                                          -----------    -----------    -----------    -----------
  NET INCOME FOR COMMON STOCKHOLDERS ...................................     $1,217.5         $528.6         $327.8         $706.6
                                                                          ===========    ===========    ===========    ===========
  ACCUMULATED DEFICIT
       Beginning of period .............................................    ($1,488.2)     ($2,415.9)       ($592.8)     ($2,596.7)
       Net income ......................................................      1,239.9          550.3          335.1          714.0
       Common dividends - $.035 and $.012 per share in 1998 ............                       (25.8)                         (8.7)
       Retirement of common stock ......................................       (123.6)          (7.3)        (114.2)          (7.3)
                                                                          -----------    -----------    -----------    -----------
       End of period ...................................................      ($371.9)     ($1,898.7)       ($371.9)     ($1,898.7)
                                                                          ===========    ===========    ===========    ===========
  BASIC EARNINGS FOR COMMON STOCKHOLDERS PER COMMON SHARE
       Income from continuing operations before extraordinary items ....        $1.24           $.75           $.02           $.97
       Discontinued operations .........................................          .45           (.03)           .47           (.01)
       Extraordinary items .............................................         (.06)                         (.05)
                                                                          -----------    -----------    -----------    -----------
          Net income ...................................................        $1.63           $.72           $.44           $.96
                                                                          ===========    ===========    ===========    ===========
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING ...........        747.0          731.0          755.2          738.6
                                                                          ===========    ===========    ===========    ===========
  DILUTED EARNINGS FOR COMMON STOCKHOLDERS
       PER COMMON SHARE
       Income from continuing operations before extraordinary items ....        $1.16           $.72           $.03           $.89
       Discontinued operations .........................................          .41           (.03)           .43           (.01)
       Extraordinary items .............................................         (.05)                         (.05)
                                                                          -----------    -----------    -----------    -----------
          Net income ...................................................        $1.52           $.69           $.41           $.88
                                                                          ===========    ===========    ===========    ===========
  DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING .........        815.4          804.2          823.9          808.6
                                                                          ===========    ===========    ===========    ===========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                         3
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                                  (Dollars in millions)
                                                                                           Nine Months Ended September 30,
                                                                                                1999               1998
                                                                                             ----------       ----------
  <S>                                                                                            <C>              <C>
  OPERATING ACTIVITIES
     Net income ..........................................................................     $1,239.9           $550.3
     Adjustments to reconcile net income to net cash provided
       by operating activities from continuing operations:
        Depreciation .....................................................................        402.7            344.8
        Amortization .....................................................................        456.2            364.1
        Non-cash interest (income) expense, net ..........................................        (14.3)            30.4
        Equity in net (income) losses of affiliates ......................................         (0.9)           345.4
        Gain from equity offering of affiliate ...........................................                        (157.8)
        Non-cash investment income, net ..................................................       (136.0)          (976.6)
        Minority interest income .........................................................        (18.2)           (44.4)
        Discontinued operations ..........................................................       (335.8)            21.4
        Extraordinary items ..............................................................         44.4              3.0
        Deferred income taxes and other ..................................................        214.9            205.8
                                                                                             ----------       ----------
                                                                                                1,852.9            686.4
        Changes in working capital .......................................................        534.9             90.2
                                                                                             ----------       ----------
                 Net cash provided by operating activities from continuing operations ....      2,387.8            776.6
                                                                                             ----------       ----------
  FINANCING ACTIVITIES
     Proceeds from borrowings ............................................................        935.0          1,023.3
     Retirement and repayment of debt ....................................................     (1,108.8)          (897.2)
     (Repurchases) issuances of common stock, net ........................................        (15.4)            14.3
     Issuances of common equity put options ..............................................                          11.4
     Dividends ...........................................................................         (9.4)           (27.1)
     Deferred financing costs ............................................................        (14.6)            (4.8)
     Other ...............................................................................         (3.0)             4.6
                                                                                             ----------       ----------
                 Net cash (used in) provided by financing activities from
                    continuing operations ................................................       (216.2)           124.5
                                                                                             ----------       ----------
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired ..................................................       (755.2)          (269.4)
     (Purchases of) proceeds from sales of short-term investments, net ...................       (206.2)           125.2
     Investments .........................................................................       (272.2)          (137.6)
     Increase in notes receivable ........................................................       (733.5)
     Proceeds from sale of discontinued operations .......................................        361.1
     Proceeds from sales of and distributions from investments ...........................        146.7              0.7
     Proceeds from investee's repayment of loan ..........................................                          74.7
     Proceeds from sales of call options .................................................                          20.7
     Capital expenditures ................................................................       (545.3)          (643.1)
     Additions to deferred charges .......................................................       (155.8)           (46.6)
     Other ...............................................................................                         (14.0)
                                                                                             ----------       ----------
                 Net cash used in investing activities from continuing operations ........     (2,160.4)          (889.4)
                                                                                             ----------       ----------
  INCREASE IN CASH AND CASH
    EQUIVALENTS - CONTINUING OPERATIONS ..................................................         11.2             11.7
  CASH AND CASH EQUIVALENTS, beginning of period .........................................        870.7            409.1
                                                                                             ----------       ----------
  CASH AND CASH EQUIVALENTS, end of period ...............................................       $881.9           $420.8
                                                                                             ==========       ==========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                         4
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet  as  of  September  30,  1999,  the
       condensed  consolidated statement of operations and accumulated deficit for
       the  nine  and  three  months  ended  September  30,  1999 and 1998 and the
       condensed  consolidated  statement  of cash flows for the nine months ended
       September 30, 1999 and 1998 have been prepared by Comcast  Corporation (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all adjustments  necessary to present fairly
       the  financial  position,  results  of  operations  and  cash  flows  as of
       September 30, 1999 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission  (the "SEC").  The results of  operations  for the periods ended
       September 30, 1999 are not necessarily  indicative of operating results for
       the full year.
  
       The  results  of  operations  of  Comcast  Cellular  Corporation  ("Comcast
       Cellular"),  an indirect wholly owned subsidiary of the Company,  have been
       presented  as  a  discontinued  operation  in  accordance  with  Accounting
       Principles  Board  ("APB")  Opinion  No.  30,  "Reporting  the  Results  of
       Operations - Reporting  the Effects of Disposal of a Segment of a Business,
       and   Extraordinary,   Unusual  and   Infrequently   Occurring  Events  and
       Transactions" (see Note 3).
  
       Stock Split
       On March 3, 1999, the Company's  board of directors  authorized an increase
       in the number of authorized  shares of the Company's Class A Special Common
       Stock from 500 million  shares to 2.5  billion  shares.  On that date,  the
       Company's board of directors also  authorized a two-for-one  stock split in
       the form of a 100% stock  dividend  (the "Stock  Split")  payable on May 5,
       1999 to  shareholders  of record on April 20, 1999,  subject to shareholder
       approval of the increase in authorized  shares (which was obtained on April
       20,  1999).  The dividend  was paid in Class A Special  Common Stock to the
       holders of Class A Common, Class A Special Common and Class B Common Stock.
       The average  number of shares  outstanding  and related  prices,  per share
       amounts,  share  conversions and stock option data have been  retroactively
       restated to reflect the Stock Split.  The Company's board of directors also
       eliminated the quarterly cash dividend of $.012 per share on all classes of
       its Common Stock.  The last  quarterly  cash dividend was paid on March 25,
       1999.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
       Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
       for  Derivative   Instruments  and  Hedging   Activities."  This  statement
       establishes  the accounting  and reporting  standards for  derivatives  and
       hedging  activity.  Upon the adoption of SFAS No. 133, all  derivatives are
       required to be recognized in the statement of financial  position as either
       assets or  liabilities  and measured at fair value.  In July 1999, the FASB
       issued SFAS No. 137,  "Accounting  for Derivative  Instruments  and Hedging
       Activities - Deferral of the Effective  Date of FASB Statement No. 133 - an
       amendment of FASB  Statement  No. 133"  deferring  the  effective  date for
       implementation  of SFAS No. 133 to fiscal  years  beginning  after June 15,
       2000.  The Company is currently  evaluating the impact the adoption of SFAS
       No. 133 will have on its financial position and results of operations.
  
                                          5
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Earnings for Common Stockholders Per Common Share
       Earnings for common  stockholders  per common share is computed by dividing
       net income, after deduction of preferred stock dividends,  when applicable,
       by the weighted  average  number of common  shares  outstanding  during the
       period on a basic and diluted basis.
  
       The  following  table  reconciles  the  numerator  and  denominator  of the
       computations of diluted  earnings for common  stockholders per common share
       ("Diluted  EPS") for the nine and three months ended September 30, 1999 and
       1998, respectively.
  
  
  <TABLE>
  <CAPTION>
                                                              (Amounts in millions, except per share data)
                                                             Nine Months Ended          Three Months Ended
                                                               September 30,               September 30,
                                                              1999        1998           1999        1998
                                                            --------    --------       ---------   ---------
  <S>                                                       <C>           <C>             <C>         <C>
       Net income for common stockholders..............     $1,217.5      $528.6          $327.8      $706.6
       Dilutive securities effect on net income
         for common stockholders.......................                      1.0
       Preferred dividends.............................         22.4        21.7             7.3         7.4
                                                            --------    --------       ---------   ---------
       Net income for common stockholders
         used for Diluted EPS..........................     $1,239.9      $551.3          $335.1      $714.0
                                                            ========    ========       =========   =========
       Basic weighted average number of common
         shares outstanding............................        747.0       731.0           755.2       738.6
       Dilutive securities: (see Note 6)
         1 1/8% discount convertible subordinated
            debentures, redeemed March 1998............                      6.8
         Series A and B convertible preferred stock             44.6        45.2            43.4        45.2
         Stock option and restricted stock plans                23.8        21.2            25.3        24.8
                                                            --------    --------       ---------   ---------
       Diluted weighted average number of common
         shares outstanding............................        815.4       804.2           823.9       808.6
                                                            ========    ========       =========   =========
       Diluted earnings for common stockholders
         per common share..............................        $1.52        $.69            $.41        $.88
                                                            ========    ========       =========   =========
  </TABLE>
  
       Put options sold by the Company on a weighted  average 3.6 million  shares,
       2.1  million   shares,   1.2  million   shares  and  1.0  million   shares,
       respectively,  of its  Class  A  Special  Common  stock  (see  Note 6) were
       outstanding  during the nine and three months ended  September 30, 1999 and
       1998  but  were not  included  in the  computation  of  Diluted  EPS as the
       options'  exercise  price was less  than the  average  market  price of the
       Company's Class A Special Common Stock during the periods.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1999.
  
                                          6
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   SIGNIFICANT EVENTS
  
       Investment in Prime Communications
       In December 1998, the Company agreed to invest in Prime  Communications LLC
       ("Prime"),  a cable television operator with cable  communications  systems
       serving  approximately  430,000 subscribers.  Pursuant to the terms of this
       agreement,  in December 1998 the Company  acquired from Prime a $50 million
       12.75%  subordinated  note due 2008  issued by  Prime.  In July  1999,  the
       Company  made a loan to Prime in the form of a $733.5  million  6% ten year
       note (the "Prime Note"),  convertible  into 90% of the equity of Prime.  In
       November 1999,  the Company made an additional  $20.0 million loan to Prime
       (on the same terms as the  original  loan),  and  delivered a notice of the
       Company's  intention  to  convert  the Prime  Note.  The Prime Note will be
       converted upon receipt of required regulatory approvals, which are expected
       to be  obtained  by the end of the second  quarter  of 2000.  The owners of
       Prime  have  agreed  that at the time of  conversion,  they will sell their
       remaining 10% equity  interest in Prime to the Company,  for  approximately
       $82 million,  plus accrued  interest  from July 1999 at 7% per annum.  As a
       result,  the Company would then own 100% of Prime and assume  approximately
       $550 million of Prime debt.
  
       Sale of Comcast Cellular
       In July 1999,  the Company  completed  the sale of Comcast  Cellular to SBC
       Communications,  Inc.  for  $361.1  million in cash and the  assumption  of
       $1.315 billion of Comcast  Cellular debt, and recognized a gain on the sale
       of discontinued  operations of $355.9  million,  net of income tax expense.
       During the nine and three months  ended  September  30, 1999 and 1998,  the
       Company  recognized losses from  discontinued  operations of $20.1 million,
       $21.4 million, zero and $6.6 million, respectively.
  
       Acquisition of Greater Philadelphia Cablevision
       On June  30,  1999,  the  Company  completed  the  acquisition  of  Greater
       Philadelphia Cablevision,  Inc. ("Greater  Philadelphia"),  a subsidiary of
       Greater  Media,  Inc.  that operates a cable system  serving  approximately
       79,000 subscribers in Philadelphia,  Pennsylvania, by issuing approximately
       8.5  million  shares of its Class A Special  Common  Stock  with a value of
       $291.7 million based upon the average  closing price of the Company's Class
       A  Special  Common  Stock  for  a  ten-day  period  before  and  after  the
       announcement  of the  transaction  in February 1999.  The  acquisition  was
       accounted  for  under  the  purchase  method of  accounting.  As such,  the
       operating  results  of  Greater  Philadelphia  have  been  included  in the
       accompanying condensed consolidated statement of operations and accumulated
       deficit from the acquisition  date. The allocation of the purchase price to
       the assets and liabilities of Greater Philadelphia is preliminary pending a
       final  appraisal.  As the  consideration  given  in  exchange  for  Greater
       Philadelphia  was shares of the Company's Class A Special Common Stock, the
       Greater Philadelphia acquisition had no significant impact on the Company's
       condensed consolidated statement of cash flows.
  
       Adelphia Agreement
       In May  1999,  the  Company  and Jones  Intercable,  Inc.,  a  consolidated
       subsidiary  of the Company,  ("Jones  Intercable" - see  "Acquisition  of a
       Controlling  Interest in Jones Intercable" below) entered into an agreement
       (the "Adelphia  Agreement") to exchange certain cable systems with Adelphia
       Communications ("Adelphia"). Under the terms of the Adelphia Agreement, the
       Company and Jones Intercable,  in the aggregate, will receive approximately
       464,000 cable subscribers from Adelphia. In exchange, Adelphia will receive
       current systems owned by the Company and Jones Intercable  serving,  in the
       aggregate,  approximately 440,000 subscribers.  All of the systems involved
       in the transactions  will be valued based upon independent  appraisals with
       any difference in relative value to be funded with cash or additional cable
       systems.  The  system  exchanges  are  subject  to  customary  closing  and
       regulatory approvals and are expected to close by mid-2000.
  
       AT&T Agreement
       In May 1999, the Company and AT&T Corp.  ("AT&T") entered into an agreement
       (the "AT&T  Agreement") to exchange various cable systems (the "AT&T System
       Exchanges").  Under the terms of the AT&T  Agreement,  the Company will pay
       AT&T  approximately $3.4 billion (subject to adjustment based on the actual
       number of net
  
                                          7
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       subscribers  acquired and the per subscriber price of certain  subscribers)
       for the approximately 750,000 net subscribers to be acquired as a result of
       the AT&T System  Exchanges.  The Company  will pay for the net  subscribers
       acquired in connection  with the AT&T System  Exchanges with shares of AT&T
       common stock currently  owned or  subsequently  acquired by the Company and
       other  securities or assets which would permit the AT&T System Exchanges to
       be tax-free to the extent  possible.  The value of any currently owned AT&T
       common  stock to be  exchanged  will be $54.41  per  share,  based upon the
       average  trading price during the 20-day trading  period  beginning June 3,
       1999.
  
       Under the terms of the AT&T  Agreement,  the Company  also has an option to
       acquire from AT&T,  following  approximately three years,  additional cable
       systems with a total of between 1.0 million and 1.4 million subscribers for
       approximately  $4.8 billion to $6.7 billion  (subject to reduction  for any
       long-term debt and other  liabilities of the acquired cable  systems).  The
       Company will pay for these cable systems with shares of the Company's Class
       A Special  Common Stock (valued on the same basis as described in the prior
       paragraph)   and  other   securities  or  assets  which  would  permit  the
       acquisition  to be tax-free  (or if such result can not be  obtained,  with
       cash).
  
       Under the terms of the AT&T Agreement, the Company has also agreed to offer
       AT&T-branded  residential  wireline  telephony in its cable system markets,
       provided AT&T has concluded separate residential  telephony agreements with
       at least two other non-AT&T affiliated  multi-system cable operators.  AT&T
       has agreed to grant the Company the most  favorable  terms AT&T has reached
       with any of those or other multi-system cable operators.
  
       The majority of the AT&T System Exchanges and the exercise of the Company's
       option to acquire the  additional  cable  systems are  contingent  upon the
       completion of AT&T's  acquisition of MediaOne (see Proposed  Acquisition of
       MediaOne Group, Inc. below), which is expected to close in 2000, subject to
       receipt  of  necessary  regulatory  and  other  approvals.  There can be no
       assurance, however, that such acquisition will be consummated.
  
       Proposed Acquisition of MediaOne Group, Inc.
       In March 1999, the Company and MediaOne Group, Inc.  ("MediaOne"),  entered
       into an Agreement and Plan of Merger (the "Merger  Agreement")  pursuant to
       which MediaOne was to be merged with and into the Company.  Under the terms
       of the Merger  Agreement,  MediaOne  could  terminate the Merger  Agreement
       under certain  conditions,  provided that it pay a termination  fee of $1.5
       billion in cash to the Company.  In April 1999,  AT&T submitted an offer to
       purchase MediaOne. On May 1, 1999, the MediaOne board of directors notified
       the Company that it had determined  that the AT&T offer was superior to the
       Company's offer. On May 6, 1999,  MediaOne  terminated the Merger Agreement
       and MediaOne paid the Company the termination  fee. The termination fee was
       recorded to other income in the Company's condensed  consolidated statement
       of operations and accumulated  deficit,  net of transaction  costs, for the
       nine months ended September 30, 1999.
  
       Acquisition of a Controlling Interest in Jones Intercable
       In May 1998,  the  Company  agreed to  purchase  from BCI  Telecom  Holding
       ("BTH") 6.4 million  Class A Common Shares in Jones  Intercable,  and a 49%
       interest  in the BTH  subsidiaries  which  were to  continue  to own  BTH's
       remaining 6.4 million shares of Jones  Intercable  Class A Common Stock. At
       the same time,  the  Company  agreed to acquire  approximately  2.9 million
       shares of Common Stock of Jones Intercable (the "Control  Shares"),  if and
       when  acquired by BTH from  affiliates  of Jones  Intercable's  controlling
       shareholder under an existing option (the "Control Option") to acquire such
       shares  (which  absent  extraordinary  circumstances  would  not have  been
       exercisable until December 2001). The Company was to purchase the remaining
       51% of the BTH  subsidiaries  when the Control  Shares were  acquired.  The
       Company,   BTH,  Jones  Intercable  and  Jones   Intercable's   controlling
       shareholder  agreed in August  1998 to  accelerate  the  Control  Option to
       permit its early  exercise and the early closing of the  transactions  with
       BTH.  The  transaction  closed on April 7, 1999.  The  Company  paid $706.3
       million  in cash to acquire  the 12.8  million  shares of Jones  Intercable
       Class A Common  Stock and the  Control  Shares.  In June 1999,  the Company
       purchased an  additional  1.0 million  shares of Jones  Intercable  Class A
       Common Stock for $50.0 million through a private transaction.  As a result,
       the Company controls 39.6% of the economic and 48.3% of the voting interest
       in Jones  Intercable.  In addition,  the Control  Shares  represent  shares
       having the right to elect
  
                                          8
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       approximately 75% of the Board of Directors of Jones Intercable.  The share
       acquisitions  were funded with available cash and cash  equivalents.  Jones
       Intercable  is a  public  company,  which  owns  cable  operations  serving
       approximately  1.0 million  customers.  The  acquisition  was accounted for
       under the purchase method of accounting.  As such, the operating results of
       Jones  Intercable  have  been  included  in  the   accompanying   condensed
       consolidated  statement  of  operations  and  accumulated  deficit from the
       acquisition  date.  The  allocation of the purchase price to the assets and
       liabilities of Jones Intercable is preliminary pending a final appraisal.
  
       In August 1999, the Company announced its intention to commence an offer to
       exchange  1.4 shares of its Class A Special  Common Stock for each share of
       Class A Common Stock or Common Stock of Jones  Intercable  for up to 79% of
       the combined number of shares of Jones  Intercable Class A Common Stock and
       Common Stock  outstanding  (subject to certain  terms and  conditions to be
       contained  in  the  offer   documents).   The  offer  would  commence  upon
       registration of the Company's Class A Special Common Stock to be offered in
       the  exchange  offer with the SEC  pursuant  to an  effective  registration
       statement.
  
  4.   INVESTMENTS
  
  <TABLE>
  <CAPTION>
                                                                                September 30,   December 31,
                                                                                   1999             1998
                                                                               ------------      ---------
                                                                                   (Dollars in millions)
  <S>                                                                              <C>             <C>
             Equity method...............................................             $46.3          $11.1
             Fair value method...........................................           7,711.2        4,170.0
             Cost method.................................................             279.8           74.7
                                                                               ------------      ---------
                    Total investments....................................           8,037.3        4,255.8
             Less current investments....................................           5,354.1        3,653.4
                                                                               ------------     ---------
             Non-current investments.....................................          $2,683.2        $602.4
                                                                               ============     =========
  </TABLE>
  
       Equity Method
       The Company records its proportionate interests in the net income (loss) of
       certain of its equity method investees in arrears.  The Company's  recorded
       investments  exceed its  proportionate  interests  in the book value of the
       investees' net assets by $79.1 million as of September 30, 1999  (primarily
       related to the Company's  investment in The Golf  Channel).  Such excess is
       being amortized to equity in net income or loss, primarily over a period of
       twenty  years,  which  is  consistent  with  the  estimated  lives  of  the
       underlying  assets.  The cost basis of investments  accounted for under the
       equity method totaled $237.2 million and $215.3 million as of September 30,
       1999 and December 31, 1998, respectively.
  
                                          9
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for the nine  and  three  months  ended
       September 30, 1998 for the Company's  equity method  investees is presented
       below.  Summarized  financial  information is not presented for Sprint PCS,
       Teleport   Communications  Group  Inc.  ("Teleport")  or  Birmingham  Cable
       Corporation Limited and Cable London, PLC (together, the "UK Investees") as
       of or for the  nine and  three  months  ended  September  30,  1999 as such
       investments are no longer accounted for under the equity method (dollars in
       millions):
  
  <TABLE>
  <CAPTION>
                                                          Sprint                     UK
                                                            PCS      Teleport     Investees    Other      Combined
                                                         ---------   ---------    --------    --------    --------
  <S>                                                       <C>         <C>         <C>         <C>       <C>
       Nine months ended September 30, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $477.3      $605.8      $176.5      $584.1    $1,843.7
           Operating, selling, general and
             administrative expenses...................    1,300.0       558.7       136.0       613.5     2,608.2
           Depreciation and amortization...............      389.8       163.4        61.9        55.1       670.2
           Operating loss..............................   (1,212.5)     (116.3)      (21.4)      (84.5)   (1,434.7)
           Net loss (1)................................   (1,600.2)     (190.6)      (70.6)     (123.2)   (1,984.6)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........    ($240.0)     ($27.2)     ($25.9)     ($47.2)    ($340.3)
           Amortization expense........................       (2.3)                   (0.5)       (2.3)       (5.1)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................    ($242.3)     ($27.2)     ($26.4)     ($49.5)    ($345.4)
                                                         =========   =========    ========    ========    ========
  
       Three months ended September 30, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $192.3      $295.3       $60.4       $48.8      $596.8
           Operating, selling, general and
             administrative expenses...................      428.5       257.4        45.8        37.2       768.9
           Depreciation and amortization...............      151.4        66.3        21.1        11.6       250.4
           Operating loss..............................     (387.6)      (28.4)       (6.5)                 (422.5)
           Net loss (1)................................     (542.2)      (55.9)      (20.0)       (9.3)     (627.4)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........     ($81.3)      ($7.5)      ($7.7)     ($10.1)    ($106.6)
           Amortization expense........................       (0.8)                   (0.2)       (1.0)       (2.0)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................     ($82.1)      ($7.5)      ($7.9)     ($11.1)    ($108.6)
                                                         =========   =========    ========    ========    ========
  <FN>
       --------
       (1) Net  loss  also  represents  loss  from  continuing  operations  before
           extraordinary  items and  cumulative  effect of changes  in  accounting
           principles.
  </FN>
  </TABLE>
  
       Sprint PCS.  Effective  November 1998, in connection with the restructuring
       of Sprint PCS, the Company  accounts for its investment in Sprint PCS under
       the fair value method.
  
       Teleport.  In April 1998 and November 1997,  Teleport  issued shares of its
       Class A Common  Stock.  As a result of the  share  issuances,  the  Company
       recognized a $157.8 million and $98.1 million increase in its proportionate
       share of Teleport's net assets as a gain from equity  offering of affiliate
       for the nine and three months ended September 30, 1998,  respectively.  The
       Company  recorded  its  proportionate  share of  Teleport's  net assets one
       quarter in arrears.  In July 1998, AT&T completed its merger with Teleport.
       Upon closing of the merger,  the Company  received  24.2 million  shares of
       AT&T common stock in exchange (the  "Exchange") for the 25.6 million shares
       of Teleport  Class B Common Stock held by the  Company.  As a result of the
       Exchange,  the Company  recognized a pre-tax gain of $1.092  billion during
       the nine and three  months  ended  September  30,  1998,  representing  the
       difference between
  
                                         10
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       the fair  value of the  AT&T  stock  received  and the  Company's  basis in
       Teleport.  Such gain is  included  in  investment  income in the  Company's
       condensed  consolidated statement of operations and accumulated deficit. As
       of December 31, 1998,  the Company has recorded its  investment  in AT&T at
       its estimated fair value.
  
       UK  Investees.  In October  1998,  the Company  exchanged  its  interest in
       Comcast UK Cable  Partners  Limited  ("Comcast UK Cable") for shares of NTL
       Incorporated ("NTL") common stock. As of December 31, 1998, the Company has
       recorded its investment in NTL at its estimated fair value.
  
       Other.  The Company's other equity investees  include  investments in cable
       communications and content  providers.  The Company does not consider these
       other equity  method  investments  to be  individually  significant  to its
       consolidated financial position, results of operations or liquidity.
  
       Fair Value Method
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies,  with an historical  cost  (including  $1.999 billion of
       pre-tax gains recognized  during 1998) of $2.714 billion and $2.555 billion
       as of September 30, 1999 and December 31, 1998,  respectively.  The Company
       has recorded these investments, which are classified as available for sale,
       at their  estimated  fair values of $7.711 billion and $4.170 billion as of
       September  30, 1999 and  December 31, 1998,  respectively.  The  unrealized
       pre-tax  gains as of  September  30, 1999 and  December  31, 1998 of $4.997
       billion  and  $1.615  billion,  respectively,  have  been  reported  in the
       Company's   condensed   consolidated   balance  sheet  as  a  component  of
       accumulated other comprehensive  income, net of related deferred income tax
       expense of $1.749 billion and $565.1 million, respectively.
  
       Sales of NTL Common Stock
       During  the three  months  ended  September  30,  1999,  the  Company  sold
       approximately  0.9 million shares of NTL common stock for total proceeds of
       $89.8 million and recognized a pre-tax gain of $50.1 million.  Such gain is
       included  in  investment  income in the  Company's  condensed  consolidated
       statement  of  operations  and  accumulated  deficit for the nine and three
       months ended  September 30, 1999. In October and November 1999, the Company
       sold all of its remaining 4.9 million shares (as adjusted for NTL's 5-for-4
       stock  split in October  1999) of NTL common  stock for total  proceeds  of
       $408.5  million.  The  Company  expects  to  recognize  a  pre-tax  gain of
       approximately  $234.1 million on the October and November 1999 sales of NTL
       common stock.
  
       AT&T Acquisition of TCI
       In March 1999, AT&T merged with Tele-Communications, Inc. ("TCI") with AT&T
       as the surviving  corporation (the "AT&T/TCI Merger").  Upon closing of the
       AT&T/TCI Merger, the Company received  approximately 3.6 million shares (as
       adjusted for AT&T's 3-for-2 stock split in April 1999) of AT&T common stock
       in exchange for the  approximately 3.1 million shares of TCI Class A Common
       Stock  held by the  Company  and the  Company  received  approximately  3.6
       million  shares of Class A Liberty  Media  Group ("New  Liberty")  Tracking
       Shares for the approximately 2.3 million shares of TCI Ventures Group, Inc.
       ("TCI Ventures")  common stock and the  approximately 2.4 million shares of
       Liberty  Media  Group  ("Old  Liberty")  Class A Common  Stock  held by the
       Company. As a result of the exchange, the Company recognized a pre-tax gain
       of  $187.6  million  during  the nine  months  ended  September  30,  1999,
       representing  the  difference  between the fair value of the stock received
       and the Company's  basis in TCI and TCI Ventures.  Such gain is included in
       investment  income in the  Company's  condensed  consolidated  statement of
       operations and accumulated  deficit for the nine months ended September 30,
       1999.
  
       In March 1998, the Company sold call options  relating to its  unrestricted
       equity  investments  in TCI,  TCI  Ventures  and Old Liberty  common  stock
       (together,  the "TCI Stock") for $20.7  million.  Such call options  expire
       between  March and  November  1999.  During the nine and three months ended
       September  30, 1999 and 1998,  the Company  recorded  investment  (expense)
       income of ($93.0) million,  ($32.1) million, $7.8 million and $8.1 million,
       respectively,  related  to  changes  in the value of the call  options  and
       settlement of the TCI and TCI Ventures call options.
  
                                         11
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Impairment Losses
       During the nine months  ended  September  30,  1999,  the Company  recorded
       pre-tax  losses of $35.5 million on certain of its  investments  based on a
       decline in value that was considered other than temporary.  During the nine
       and three months ended  September 30, 1998,  the Company  recorded  pre-tax
       losses of $91.2 million on certain of its investments based on a decline in
       value that was considered other than temporary. Such losses are included in
       investment  income in the  Company's  condensed  consolidated  statement of
       operations and accumulated deficit.
  
  5.   LONG-TERM DEBT
  
       ZONES
       In  November  1999,  the Company  issued  approximately  8.1  million  2.0%
       Exchangeable  Subordinated  Debentures  due 2029 (the "ZONES II") for gross
       proceeds  of  $657.1   million.   In  October  1999,   the  Company  issued
       approximately  16.1 million 2.0% Exchangeable  Subordinated  Debentures due
       2029 for gross  proceeds of $1.15 billion (the "ZONES I", and together with
       the ZONES  II,  the  "ZONES")  resulting  in  combined  proceeds  of $1.807
       billion.  The ZONES II mature on November  15,  2029.The  ZONES I mature on
       October 15, 2029. At maturity, holders of the ZONES are entitled to receive
       in cash an amount  equal to the higher of (a) the  principal  amount of the
       ZONES, or (b) the market value of Sprint PCS stock. Prior to maturity, each
       ZONES is  exchangeable at the holders option for an amount of cash equal to
       95% of the market value of Sprint PCS stock.
  
       Prior to maturity,  the Company may redeem all of the ZONES for cash at the
       higher of the original principal amount of ZONES or the then current market
       value of the Sprint PCS stock, plus, in either case, a per ZONES premium of
       (a) 4.5% if redeemed  prior to the first  anniversary of the ZONES issuance
       date,  (b) 3.0% if redeemed  prior to the second  anniversary  of the ZONES
       issuance date,  (c) 1.5% if redeemed prior to the third  anniversary of the
       ZONES  issuance  date,  or (d)  zero if  redeemed  on or  after  the  third
       anniversary of the ZONES issuance date.
  
       Interest  on the ZONES is payable  quarterly  (subject  to  deferral at the
       Company's option) equal to 2.0% per year of the original  principal amount,
       plus the amount of the  quarterly  cash  dividend paid on a share of Sprint
       PCS stock. The principal amount of the ZONES will be adjusted if Sprint PCS
       changes  the   dividend   paid  on  its  stock  or  if  there  are  special
       distributions on or in respect of the Sprint PCS stock.
  
       The ZONES are unsecured,  subordinated obligations ranking equally with all
       of  the  Company's   existing  and  future   subordinated  debt  and  trade
       obligations.
  
       The ZONES are being accounted for as an indexed debt  instrument  since the
       maturity  value is dependent  upon the fair value of Sprint PCS stock.  The
       Company's  investment in Sprint PCS is accounted  for as an "available  for
       sale"  security  under SFAS No.  115,  with  changes  in fair  value  being
       reflected in accumulated other comprehensive income (see Note 4).
  
       PHONES
       In March 1999, the Company issued 8.7 million 3.35% Exchangeable Extendable
       Subordinated  Debentures  due 2029 (the  "PHONES")  for gross  proceeds  of
       $718.3 million. At maturity, holders of the PHONES were entitled to receive
       in cash an amount  equal to the higher of (a) the  principal  amount of the
       PHONES, or (b) the market value of AT&T common stock.
  
       In July 1999, the Company  redeemed all $718.3 million  principal amount of
       the PHONES.  The Company  redeemed the PHONES due to its  transaction  with
       AT&T in which  it  intends  to use AT&T  shares  as  consideration  for the
       purchase of cable systems from AT&T in accordance  with the AT&T  Agreement
       (see  Note 3).  In  connection  with the  PHONES  redemption,  the  Company
       incurred  debt   extinguishment   costs  of  $32.3  million  and  wrote-off
       unamortized  debt  acquisition  costs of  $14.9  million,  resulting  in an
       extraordinary  loss, net of tax, of $30.7 million during the nine and three
       months ended September 30, 1999.
  
                                         12
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Interest Rates
       As of September  30, 1999 and December 31, 1998,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 7.56%
       and 7.71%, respectively.
  
       Lines of Credit
       As of September 30, 1999,  certain  subsidiaries  of the Company had unused
       lines of credit of $1.151 billion, $551.0 million of which is restricted by
       the  covenants of the related debt  agreements  and to  subsidiary  general
       purposes and dividend declaration.
  
  6.   STOCKHOLDERS' EQUITY
  
       Repurchase Program
       In September  1998,  the Company  announced that its board of directors had
       authorized a market repurchase program (the "Repurchase  Program") pursuant
       to which  the  Company  may  purchase,  in the open  market  or in  private
       transactions  up  to  $500.0  million  of  its  outstanding  common  equity
       securities, subject to certain restrictions and market conditions. Based on
       the trade  date for stock  repurchases,  during  the nine and three  months
       ended September 30, 1999 and 1998, the Company repurchased 1.0 million, 0.5
       million,  0.6 million and 0.5 million shares,  respectively,  of its common
       stock  pursuant  to the  Repurchase  Program.  As  part  of the  Repurchase
       Program,  in  September  1998,  the Company sold put options on 5.5 million
       shares of its Class A Special  Common  Stock.  During the nine months ended
       September 30, 1999,  put options  covering all 5.5 million  shares  expired
       unexercised.  Upon expiration, the Company reclassified $111.2 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.
  
       Share Exchange
       During the three  months  ended  September  30,  1999,  the Company  issued
       approximately  3.5 million  shares of its Class A Special  Common  Stock in
       exchange for approximately 3.7 million shares of its Class A Common Stock.
       The Class A Common Stock was subsequently retired.
  
       Series A Preferred Stock Conversion
       In July 1999,  the Company  exercised its right to convert all 6,370 shares
       of its Series A Preferred  Stock into  approximately  2.7 million shares of
       its Class A Special Common Stock.
  
       Comprehensive Income
       Total  comprehensive  income for the nine and three months ended  September
       30, 1999 and 1998 was $3.436 billion,  $749.5  million,  $862.8 million and
       $760.0  million,  respectively.  Total  comprehensive  income  includes net
       income,  unrealized  gains on marketable  securities  and foreign  currency
       translation gains (losses) for the periods presented.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made cash  payments  for  interest of $349.5  million,  $274.8
       million,  $94.3 million and $67.4 million  during the nine and three months
       ended September 30, 1999 and 1998, respectively.
  
       The Company made cash payments for income taxes of $143.7  million,  $104.0
       million,  $31.2 million and $31.0 million  during the nine and three months
       ended September 30, 1999 and 1998, respectively.
  
  8.   COMMITMENTS AND CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
                                         13
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  9.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in millions)
  <TABLE>
  <CAPTION>
                                                                                               Corporate
                                                                         Cable     Electronic     and
                                                                    Communications  Retailing  Other (1)    Total
                                                                    --------------  ---------  ---------    -----
  <S>                                                                   <C>         <C>          <C>      <C>
  Nine Months Ended September 30, 1999
  Revenues, net.....................................................    $2,127.1    $1,959.2     $291.3   $4,377.6
  Operating income (loss) before depreciation and amortization (2)         980.7       377.1      (11.5)   1,346.3
  Depreciation and amortization.....................................       722.6        86.7       49.6      858.9
  Operating income (loss)...........................................       258.1       290.4      (61.1)     487.4
  Interest expense..................................................       254.7        30.3      107.8      392.8
  Capital expenditures..............................................       474.4        48.6       22.3      545.3
  
  Three Months Ended September 30, 1999
  Revenues, net.....................................................      $773.5      $677.1      $74.5   $1,525.1
  Operating income (loss) before depreciation and amortization (2)         356.8       124.8      (17.7)     463.9
  Depreciation and amortization.....................................       267.9        29.1       15.7      312.7
  Operating income (loss)...........................................        88.9        95.7      (33.4)     151.2
  Interest expense..................................................        95.7         9.7       32.7      138.1
  Capital expenditures..............................................       184.4        23.5       11.0      218.9
  
  As of September 30, 1999
  Assets............................................................    $9,573.1    $2,276.7  $10,415.1  $22,264.9
  Long-term debt, less current portion..............................     5,060.9       501.8    1,215.3    6,778.0
  
  Nine Months Ended September 30, 1998
  Revenues, net.....................................................    $1,681.2    $1,648.5     $368.6   $3,698.3
  Operating income (loss) before depreciation and amortization (2)         802.5       291.6      (18.9)   1,075.2
  Depreciation and amortization.....................................       495.1        97.0      116.8      708.9
  Operating income (loss)...........................................       307.4       194.6     (135.7)     366.3
  Interest expense..................................................       163.0        39.4      152.5      354.9
  Capital expenditures..............................................       488.2        57.3       97.6      643.1
  
  Three Months Ended September 30, 1998
  Revenues, net.....................................................      $571.7      $573.9      $92.6   $1,238.2
  Operating income (loss) before depreciation and amortization (2)         277.2       103.8       (7.7)     373.3
  Depreciation and amortization.....................................       171.5        38.7       30.1      240.3
  Operating income (loss)...........................................       105.7        65.1      (37.8)     133.0
  Interest expense..................................................        55.1        13.0       49.6      117.7
  Capital expenditures..............................................       194.5        15.6       30.8      240.9
  <FN>
  ---------------
  (1)  Other includes  segments not meeting  certain  quantitative  guidelines for
       reporting.  Other includes  certain other operating  businesses,  including
       Comcast-Spectacor,  L.P., E!  Entertainment  Television,  Inc.,  Comcast UK
       Cable (prior to October 29, 1998),  the Company's DBS operations  (prior to
       April 1, 1998) and elimination  entries related to the segments  presented.
       Corporate and other assets consist  primarily of the Company's  investments
       (see Note 4).
  (2) See note (a) on page 15.
  </FN>
  </TABLE>
  
                                         14
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  (a)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used  as  one  of the  bases  for  comparing  businesses  in the  Company's
       industries,  although the Company's  measure of operating cash flow may not
       be comparable to similarly  titled measures of other  companies.  Operating
       cash flow is the primary basis used by the Company's  management to measure
       the operating  performance of its businesses.  Operating cash flow does not
       purport  to  represent  net  income  or  net  cash  provided  by  operating
       activities,  as those terms are defined under generally accepted accounting
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements as an indicator of the Company's performance.
  
                                         15
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
       We have  experienced  significant  growth  in  recent  years  both  through
  strategic   acquisitions  and  growth  in  our  existing  businesses.   We  have
  historically  met our cash  needs for  operations  through  our cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided  through our financing  activities and sales of
  investments,  as well as our existing  cash,  cash  equivalents  and  short-term
  investments.
  
       In July 1999, we sold Comcast Cellular Corporation  ("Comcast Cellular") to
  SBC Communications, Inc. for $361.1 million in cash and the assumption of $1.315
  billion of Comcast  Cellular  debt. We recognized a gain in the third quarter of
  $355.9 million,  net of income tax expense.  The gain has been reflected as gain
  on disposal of discontinued  operations in our condensed  consolidated statement
  of operations and accumulated deficit.
  
  General Developments of Business
  
       See Note 3 to our condensed  consolidated  financial statements included in
  Item 1.
  
  Liquidity and Capital Resources
  
       The  cable   communications  and  the  electronic  retailing  industry  are
  experiencing  increasing competition and rapid technological changes. Our future
  results of operations will be affected by our ability to react to changes in the
  competitive  environment  and by our  ability  to  implement  new  technologies.
  However,  we  believe  that  competition  and  technological  changes  will  not
  significantly affect our ability to obtain financing.
  
       We believe that we will be able to meet our current and long-term liquidity
  and capital requirements,  including fixed charges, principally through our cash
  flows from operating activities,  existing cash, cash equivalents and short-term
  investments.
  
       Cash, Cash Equivalents and Short-term Investments
  
       We  have  traditionally   maintained   significant  levels  of  cash,  cash
  equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
  requirements.  Our cash  equivalents and short-term  investments are recorded at
  fair value.  Cash, cash  equivalents and short-term  investments as of September
  30, 1999 were $6.236  billion.  As of September 30, 1999,  $409.6 million of our
  cash,  cash  equivalents  and  short-term  investments  is  restricted to use by
  subsidiaries under contractual or other arrangements.
  
       Investments
  
       See  Notes  3 and 4 to  our  condensed  consolidated  financial  statements
  included in Item 1.
  
       We do not have any significant contractual funding commitments with respect
  to any of our investments.  However, to the extent we do not fund our investees'
  capital calls, we expose  ourselves to dilution of our ownership  interests.  We
  continually  evaluate  our  existing  investments,  as  well  as new  investment
  opportunities.
  
       Financing
  
       See  Notes  5 and 6 to  our  condensed  consolidated  financial  statements
  included in Item 1.
  
       As of  September  30, 1999 and  December  31,  1998,  our  long-term  debt,
  including current portion, was $6.956 billion and $5.578 billion,  respectively,
  of which 26.9% and 18.0%, respectively, was at variable rates.
  
       We have and may  from  time to time in the  future,  depending  on  certain
  factors  including  market  conditions,  make  optional  repayments  on our debt
  obligations, which may include open market repurchases of our outstanding public
  notes and debentures.
  
       Equity Price Risk
  
       In November  1999, we issued  approximately  8.1 million 2.0%  Exchangeable
  Subordinated  Debentures  due 2029 (the "ZONES II") for gross proceeds of $657.1
  million. In October 1999, we issued approximately 16.1 million 2.0% Exchangeable
  Subordinated  Debentures  due 2029 for gross  proceeds  of  approximately  $1.15
  billion  (the  "ZONES  I", and  together  with the ZONES II,  the  "ZONES")  for
  combined  proceeds  of $1.807  billion.  At  maturity,  holders of the ZONES are
  entitled to receive in cash an amount  equal to the higher of (a) the  principal
  amount of the ZONES, or (b) the market value of Sprint PCS stock.  The ZONES are
  being  accounted for as an indexed debt  instrument  since the maturity value is
  dependent upon the fair value of Sprint PCS stock.
  
       During the nine months ended  September  30, 1999, we entered into cashless
  collar agreements (the "Equity Collars") covering $1.365 billion notional amount
  of investment securities accounted for at fair value. The
  
                                         16
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
  Equity Collars limit our exposure to and benefits from price fluctuations in the
  underlying equity  securities.  The Equity Collars mature between 2001 and 2003.
  As we  account  for the Equity  Collars as a hedge,  changes in the value of the
  Equity  Collars  are  substantially  offset  by  changes  in  the  value  of the
  underlying  investment  securities  which  are  also  marked-to-market   through
  accumulated other  comprehensive  income in our condensed  consolidated  balance
  sheet.
  
       Interest Rate Risk
  
       During the nine months  ended  September  30,  1999,  we have  entered into
  interest rate exchange agreements ("Swaps") with an aggregate notional amount of
  $300.0 million and as part of our acquisition of a controlling interest in Jones
  Intercable,  Inc. ("Jones Intercable") (see Note 3 to our condensed consolidated
  financial  statements  included in Item 1), we acquired  Swaps with an aggregate
  notional  amount of $400.0 million.  Swaps with an aggregate  notional amount of
  $350.0  million  either were  terminated or expired during the nine months ended
  September  30, 1999.  As of September  30, 1999, we have Swaps with an aggregate
  notional  amount of $1.412  billion  having an average  pay rate of 6.30% and an
  average receive rate of 5.71%.
  
       Year 2000 Readiness Disclosure
  
       The Year 2000 Issue is the result of computer  programs being written using
  two  digits  rather  than four to define  the  applicable  year.  Certain of our
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations. We are in the process of evaluating and addressing the impact of the
  Year 2000 Issue on our operations to ensure that our information  technology and
  business  systems  recognize  calendar Year 2000. We are utilizing both internal
  and external resources in implementing our Year 2000 program,  which consists of
  the following phases:
  
       Assessment Phase.  Structured  evaluation,  including a detailed  inventory
  outlining the impact that the Year 2000 Issue may have on current operations.
  
       Detailed  Planning  Phase.  Establishment  of  priorities,  development  of
  specific  action  steps and  allocation  of  resources  to  address  the  issues
  identified in the Assessment Phase.
  
       Conversion Phase.  Implementation of the necessary system  modifications as
  outlined in the Detailed Planning Phase.
  
       Testing  Phase.  Verification  that the  modifications  implemented  in the
  Conversion Phase will be successful in resolving the Year 2000 Issue so that all
  inventory items will function  properly,  both individually and on an integrated
  basis.
  
       Implementation  Phase.  Final roll-out of fully tested  components  into an
  operational unit.
  
       Based on an inventory  conducted in 1997,  we identified  computer  systems
  that required  modification  or replacement  so that they will properly  utilize
  dates beyond December 31, 1999.  Many of our critical  systems were new and were
  already  Year 2000  compliant  as a result of the recent  rebuild of many of our
  cable  communications  systems.  In  addition,  we have  communicated  with  our
  significant  software suppliers and service bureaus to determine their plans for
  remediating the Year 2000 Issue in their software which we use or rely upon.
  
       As of  October  31,  1999,  we are in the  final  stages  of our Year  2000
  program. We believe that all key systems are Year 2000 compliant.  Other systems
  that required remediation are substantially complete. Further, contingency plans
  have been  created  for our key  systems and  operations.  Additionally,  in the
  majority  of  our  operations,   business  continuity   preparations  are  being
  implemented to create  post-Year  2000 response  teams to further  mitigate Year
  2000 risk.
  
       Through September 30, 1999, we have incurred approximately $13.5 million in
  connection  with our Year 2000  remediation  program.  We estimate  that we will
  incur between  approximately  $2.5 million to $8.5 million of additional expense
  through December 1999 in connection with our Year 2000 remediation  program. Our
  estimate to complete the remediation plan includes the estimated time associated
  with mitigating the Year 2000 Issue for third party software. However, there can
  be no  guarantee  that the systems of other  companies  on which we rely will be
  converted  on a timely  basis,  or that a failure to convert by another  company
  would not have a material adverse effect on us.
  
       Our  management  will continue to  periodically  report the progress of our
  Year 2000 remediation program to the Audit Committee of our Board of Directors.
  
                                         17
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
       The costs of the project and the date on which we plan to complete the Year
  2000 modifications and replacements are based on our best estimates,  which were
  derived using assumptions of future events including the continued  availability
  of resources and the  reliability of third party  modification  plans.  However,
  there can be no  guarantee  that these  estimates  will be  achieved  and actual
  results  could differ  materially  from those plans.  Specific  factors that may
  cause  such  material   differences   include,  but  are  not  limited  to,  the
  availability  and cost of personnel with  appropriate  necessary  skills and the
  ability  to  locate  and  correct  all  relevant   computer   code  and  similar
  uncertainties.
  
       We believe that with  modifications to existing software and conversions to
  new  software,  the  Year  2000  Issue  can  be  mitigated.   However,  if  such
  modifications  and  conversions  are not made,  or are not  completed  within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  our operations.
  
                               -----------------------
  
  Statement of Cash Flows
  
       Cash and cash equivalents  increased $11.2 million as of September 30, 1999
  from December 31, 1998. The increase in cash and cash equivalents  resulted from
  cash flows from operating, financing and investing activities
  which are explained below.
  
       Net cash  provided  by  operating  activities  from  continuing  operations
  amounted to $2.388  billion for the nine months ended  September  30, 1999,  due
  principally to the effects of the receipt of the $1.5 billion termination fee in
  May 1999 from MediaOne Group, Inc., our acquisition of a controlling interest in
  Jones  Intercable  in  April  1999  (see  Note 3 to our  condensed  consolidated
  financial  statements  included in Item 1),  increases in our  operating  income
  before  depreciation and amortization  (see "Results of Operations") and changes
  in working capital as a result of the timing of receipts and disbursements.
  
       Net cash used in financing  activities  from continuing  operations,  which
  includes  borrowings  and  repayments  of  debt,  as well as the  issuances  and
  repurchases  of our equity  securities,  was $216.2  million for the nine months
  ended  September 30, 1999.  During the nine months ended  September 30, 1999, we
  borrowed  $935.0 million,  consisting  primarily of $718.3 million of PHONES and
  $215.1 million under revolving lines of credit held by our subsidiaries.  During
  the nine months  ended  September  30,  1999,  we repaid  $1.109  billion of our
  long-term debt, including $718.3 million of PHONES. In addition, during the nine
  months ended  September 30, 1999, we had net repurchases of $15.4 million of our
  common stock and we paid cash  dividends of $9.4 million on our common stock and
  Series A  Preferred  Stock.  Deferred  financing  costs of  $14.6  million  were
  incurred during the nine months ended September 30, 1999 primarily in connection
  with the issuance of the PHONES.
  
       Net cash used in investing activities from continuing operations was $2.160
  billion for the nine months ended September 30, 1999. Net cash used in investing
  activities  includes  acquisitions,  net of cash  acquired,  of $755.2  million,
  consisting  primarily  of our  acquisition  of a  controlling  interest in Jones
  Intercable,  investments of $272.2 million, a $733.5 million loan in the form of
  a 6% ten year  convertible note we issued to Prime  Communications  LLC, capital
  expenditures of $545.3 million,  additions to deferred charges of $155.8 million
  and net  purchases  of  short-term  investments  of  $206.2  million,  offset by
  proceeds from sales of and distributions  from investments of $146.7 million and
  the $361.1 million of proceeds from the sale of Comcast Cellular.
  
                                         18
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
  Results of Operations
  
       Our summarized  consolidated  financial  information for the nine and three
  months  ended  September  30, 1999 and 1998 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                    Nine Months Ended
                                                                      September 30,       Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  <S>                                                              <C>         <C>           <C>           <C>
  Revenues.....................................................    $4,377.6    $3,698.3      $679.3        18.4%
  Cost of goods sold from electronic retailing.................     1,181.1       997.6       183.5        18.4
  Operating, selling, general and administrative expenses           1,850.2     1,625.5       224.7        13.8
                                                                  ---------   ---------
  Operating income before depreciation and amortization (1) ...     1,346.3     1,075.2       271.1        25.2
  Depreciation.................................................       402.7       344.8        57.9        16.8
  Amortization.................................................       456.2       364.1        92.1        25.3
                                                                  ---------   ---------
  Operating income.............................................       487.4       366.3       121.1        33.1
                                                                  ---------   ---------
  Interest expense.............................................       392.8       354.9        37.9        10.7
  Investment income............................................      (229.1)   (1,021.0)     (791.9)      (77.6)
  Equity in net (income) losses of affiliates..................        (0.9)      345.4      (346.3)         NM
  Gain from equity offering of affiliate.......................                  (157.8)     (157.8)         NM
  Other income.................................................    (1,433.6)       (8.1)    1,425.5          NM
  Income tax expense...........................................       827.9       322.6       505.3          NM
  Minority interest income.....................................       (18.2)      (44.4)      (26.2)      (59.0)
                                                                  ---------   ---------
  Income from continuing operations before
     extraordinary items.......................................      $948.5      $574.7      $373.8        65.0%
                                                                  =========   =========
  
  
                                                                   Three Months Ended
                                                                      September 30,       Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  Revenues.....................................................    $1,525.1    $1,238.2      $286.9        23.2%
  Cost of goods sold from electronic retailing.................       411.8       345.2        66.6        19.3
  Operating, selling, general and administrative expenses             649.4       519.7       129.7        25.0
                                                                  ---------   ---------
  Operating income before depreciation and amortization (1) ...       463.9       373.3        90.6        24.3
  Depreciation.................................................       148.6       117.1        31.5        26.9
  Amortization.................................................       164.1       123.2        40.9        33.2
                                                                  ---------   ---------
  Operating income.............................................       151.2       133.0        18.2        13.7
                                                                  ---------   ---------
  Interest expense.............................................       138.1       117.7        20.4        17.3
  Investment income............................................      (101.1)   (1,022.9)     (921.8)      (90.1)
  Equity in net (income) losses of affiliates..................        (2.5)      108.6      (111.1)         NM
  Gain from equity offering of affiliate.......................                   (98.1)      (98.1)         NM
  Other income.................................................        (2.7)       (3.9)       (1.2)      (30.8)
  Income tax expense...........................................       104.2       313.2      (209.0)      (66.7)
  Minority interest income.....................................        (5.4)       (5.2)        0.2         3.8
                                                                  ---------   ---------
  Income from continuing operations before
     extraordinary items.......................................       $20.6      $723.6     ($703.0)      (97.2%)
                                                                  =========   =========
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in our  businesses as "operating  cash flow."  Operating  cash flow is a
       measure of a company's ability to generate cash to service its obligations,
       including  debt  service  obligations,  and to  finance  capital  and other
       expenditures. In part due to the capital intensive nature of our businesses
       and the resulting  significant level of non-cash  depreciation  expense and
       amortization expense,  operating cash flow is frequently used as one of the
       bases for comparing  businesses in our industries,  although our measure of
       operating cash flow may not be comparable to similarly  titled  measures of
       other  companies.  Operating  cash flow is the  primary  basis  used by our
       management to measure the operating performance
  
                                         19
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
       of our  businesses.  Operating  cash flow does not purport to represent net
       income or net cash  provided by  operating  activities,  as those terms are
       defined under generally accepted accounting  principles,  and should not be
       considered as an  alternative to such  measurements  as an indicator of our
       performance.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  </FN>
  </TABLE>
  
  Operating Results by Business Segment
  
       The following  represent the operating results of our significant  business
  segments,  "Cable  Communications"  and  "Electronic  Retailing."  The remaining
  components  of  our  operations  are  not   independently   significant  to  our
  consolidated  financial  position  or results of  operations  (see Note 9 to our
  condensed consolidated financial statements included in Item 1).
  
       Cable Communications
  
       The  following   table   presents  the  operating   results  of  our  cable
  communications segment (dollars in millions):
  
  
  <TABLE>
  <CAPTION>
                                                                     Nine Months Ended
                                                                       September 30,              Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  <S>                                                               <C>         <C>            <C>           <C>
  Service income...............................................     $2,127.1    $1,681.2       $445.9        26.5%
  Operating, selling, general and
       administrative expenses.................................      1,146.4       878.7        267.7        30.5
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $980.7      $802.5       $178.2        22.2%
                                                                   =========   =========    =========    ========
  
  
                                                                    Three Months Ended
                                                                       September 30,              Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Service income...............................................       $773.5      $571.7       $201.8        35.3%
  Operating, selling, general and
       administrative expenses.................................        416.7       294.5        122.2        41.5
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $356.8      $277.2        $79.6        28.7%
                                                                   =========   =========    =========    ========
  <FN>
  ---------------
  (a) See footnote (1) on page 19.
  </FN>
  </TABLE>
  
       Of the respective  $445.9  million and $201.8 million  increases in service
  income for the nine and three month  periods from 1998 to 1999,  $295.3  million
  and $149.0 million are  attributable to the effects of the acquisitions of cable
  communications  systems,  $18.1  million and $5.6  million are  attributable  to
  subscriber  growth,  $68.6 million and $21.5 million relate to changes in rates,
  $16.2 million and $5.6 million are  attributable to growth in cable  advertising
  sales and $47.7  million and $20.1  million  relate to other  product  offerings
  (e.g., digital cable, high speed data services, etc.).
  
       Of the respective $267.7 million and $122.2 million increases in operating,
  selling,  general  and  administrative  expenses  for the nine and  three  month
  periods from 1998 to 1999,  $192.6 million and $90.0 million are attributable to
  the effects of the acquisitions of cable communications  systems,  $31.3 million
  and  $11.0  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 $1.4 million are attributable to growth in
  advertising  sales and $40.2 million and $19.8 million  result from increases in
  the cost of labor,  other volume related  expenses and costs associated with new
  product  offerings.  We  anticipate  that  the cost of  cable  programming  will
  increase  in the  future as cable  programming  rates  increase  and  additional
  sources of cable programming become available.
  
                                         20
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
  Electronic Retailing
  
       The following  presents the operating  results of our electronic  retailing
  segment, consisting of the operations of QVC, Inc. and its subsidiaries ("QVC"),
  a majority owned and controlled subsidiary (dollars in millions):
  
  <TABLE>
  <CAPTION>
                                                                     Nine Months Ended
                                                                       September 30,              Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  <S>                                                               <C>         <C>            <C>           <C>
  Net sales from electronic retailing..........................     $1,959.2    $1,648.5       $310.7        18.8%
  Cost of goods sold from electronic retailing.................      1,181.1       997.6        183.5        18.4
  Operating, selling, general and administrative
       expenses................................................        401.0       359.3         41.7        11.6
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $377.1      $291.6        $85.5        29.3%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         39.7%       39.5%
                                                                   =========   =========
  
  
                                                                    Three Months Ended
                                                                       September 30,              Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Net sales from electronic retailing..........................       $677.1      $573.9       $103.2        18.0%
  Cost of goods sold from electronic retailing.................        411.8       345.2         66.6        19.3
  Operating, selling, general and administrative
       expenses................................................        140.5       124.9         15.6        12.5
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $124.8      $103.8        $21.0        20.2%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         39.2%       39.9%
                                                                   =========   =========
  <FN>
  ---------------
  (a) See footnote (1) on page 19.
  </FN>
  </TABLE>
  
       The increase in net sales from  electronic  retailing of $310.7 million for
  the nine month period from 1998 to 1999 is due to the effects of 4.2%, 11.4% and
  37.0%  increases in the average  number of homes  receiving  QVC services in the
  United States ("US"), United Kingdom ("UK") and Germany, respectively, and 9.0%,
  9.9% and  92.2%  increases  in net  sales  per home in the US,  UK and  Germany,
  respectively.  The  increase in net sales from  electronic  retailing  of $103.2
  million  for the three  month  period from 1998 to 1999 is due to the effects of
  4.8%,  11.6% and 31.4%  increases in the average  number of homes  receiving QVC
  services  in the US, UK and  Germany,  respectively,  and  7.9%,  6.0% and 81.5%
  increases in net sales per home in the US, UK and Germany, respectively.
  
       The  increase in cost of goods sold is  primarily  related to the growth in
  net sales. The changes in gross margin are a result of a shift in sales mix.
  
       Of the respective  $41.7 million and $15.6 million  increases in operating,
  selling,  general  and  administrative  expenses  for the nine and  three  month
  periods from 1998 to 1999,  $27.0 million and $9.2 million are  attributable  to
  higher  variable  costs  associated  with  the  increase  in sales  volume.  The
  remaining  increases are  attributable to higher  personnel costs to support the
  increased sales volume in the US, UK and Germany.
  
                               -----------------------
  
       Consolidated Analysis
  
       The  effects of our recent  acquisitions,  as well as  increased  levels of
  capital  expenditures,  were to increase our revenues and expenses  resulting in
  increases in our operating  income before  depreciation  and  amortization.  The
  increases in depreciation expense, amortization expense and interest expense for
  the nine and three month
  
                                         21
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
  periods from 1998 to 1999 are primarily due to the effects of our acquisition of
  a controlling  interest in Jones Intercable on April 7, 1999,  offset in part by
  the  effects of the sale of  Comcast  UK Cable  Partners  Limited  ("Comcast  UK
  Cable"),  a consolidated  subsidiary of ours, in October 1998. In addition,  our
  equity in net losses of affiliates has decreased  principally as a result of the
  restructuring of Sprint PCS in November 1998.
  
       Interest Expense
  
       The $37.9 million and $20.4 million  increases in interest  expense for the
  nine and three month  periods from 1998 to 1999 are primarily due to the effects
  of our  acquisition  of a  controlling  interest  in  Jones  Intercable  and the
  issuance of the 6.20% nonrecourse notes issued by Comcast Cable  Communications,
  Inc.  ("Comcast  Cable"),  a wholly owned  subsidiary of ours, in November 1998,
  offset in part by the effects of the sale of Comcast UK Cable in October 1998.
  
       We anticipate that, for the foreseeable future,  interest expense will be a
  significant cost to us and will have a significant adverse effect on our ability
  to realize  net  earnings.  We believe we will  continue  to be able to meet our
  obligations  through  our  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
       Investment Income
  
       During the three months ended September 30, 1999, we sold approximately 0.9
  million  shares of NTL common  stock for total  proceeds  of $89.8  million  and
  recognized a pre-tax gain of $50.1  million.  In October and November  1999,  we
  sold all of our  remaining  4.9 million  shares (as adjusted  for NTL's  5-for-4
  stock split in October  1999) of NTL common  stock for total  proceeds of $408.5
  million.  As a result of these  transactions,  we expect to  recognize a pre-tax
  gain of approximately $234.1 million in the fourth quarter.
  
       In March 1999,  AT&T Corp ("AT&T")  merged with  Tele-Communications,  Inc.
  ("TCI") with AT&T as the surviving  corporation  (the "AT&T/TCI  Merger").  Upon
  closing of the AT&T/TCI Merger, we received approximately 3.6 million shares (as
  adjusted for AT&T's  3-for-2  stock split in April 1999) of AT&T common stock in
  exchange for the  approximately  3.1 million  shares of TCI Class A Common Stock
  held by us and we received  approximately  3.6 million  shares of Liberty  Media
  Group ("New Liberty") Class A Tracking Shares for the  approximately 2.3 million
  shares  of TCI  Ventures  Group,  Inc.  ("TCI  Ventures")  common  stock and the
  approximately  2.4 million shares of Liberty Media Group ("Old Liberty") Class A
  Common Stock held by us. As a result of the  exchange,  we  recognized a pre-tax
  gain of  $187.6  million  during  the nine  months  ended  September  30,  1999,
  representing  the  difference  between the fair value of the AT&T stock received
  and our basis in TCI and TCI Ventures.
  
       In March 1998,  we sold call options  relating to our  unrestricted  equity
  investments in TCI, TCI Ventures and Old Liberty common stock for $20.7 million.
  Such call options expire  between March and November  1999.  During the nine and
  three months ended September 30, 1999 and 1998, we recorded investment (expense)
  income of ($93.0)  million,  ($32.1)  million,  $7.8  million and $8.1  million,
  respectively, related to changes in the value of the call options and settlement
  of the TCI and TCI Ventures call options.
  
       In July 1998, AT&T completed its merger with Teleport Communications Group,
  Inc.  ("Teleport").  Upon closing of the merger, we received 24.2 million shares
  of AT&T common stock in exchange (the "Exchange") for the 25.6 million shares of
  Teleport  Class B Common  Stock  held by us.  As a result  of the  Exchange,  we
  recognized  a pre-tax  gain of $1.092  billion  during the nine and three months
  ended September 30, 1998,  representing the difference between the fair value of
  the AT&T stock  received  and our basis in  Teleport.  Such gain is  included in
  investment  income in our condensed  consolidated  statement of  operations  and
  accumulated deficit.
  
       During the nine months ended September 30, 1999, we recorded pre-tax losses
  of $35.5 million on certain of our investments  based on a decline in value that
  was  considered  other than  temporary.  During the nine and three  months ended
  September  30, 1998, we recorded  pre-tax  losses of $91.2 million on certain of
  our  investments  based on a decline  in value  that was  considered  other than
  temporary.
  
       Gain From Equity Offering of Affiliate
  
       In April 1998 and  November  1997,  Teleport  issued  shares of its Class A
  Common Stock. As a result of the stock issuances, we recognized a $157.8 million
  and $98.1 million increase in our  proportionate  share of Teleport's net assets
  as a gain from equity  offering of affiliate for the nine and three months ended
  September 30, 1998, respectively. We recorded our
  
                                         22
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
  proportionate share of Teleport's net losses one quarter in arrears.
  
       Other Income
  
       The $1.426 billion  increase in other income for the nine month period from
  1998 to 1999 is  primarily  attributable  to the  receipt  of the  $1.5  billion
  MediaOne termination fee, net of transaction costs, in May 1999.
  
       Income Tax Expense
  
       The $505.3  million  increase  and $209.0  million  decrease  in income tax
  expense for the nine and three month  periods  from 1998 to 1999,  respectively,
  are  primarily  the result of the effects of changes in our income  before taxes
  and minority  interest,  and  non-deductible  foreign losses and  non-deductible
  equity in net losses of affiliates.
  
       Minority Interest Income
  
       The $26.2 million decrease and $0.2 million  increase in minority  interest
  income for the nine and three month  periods from 1998 to 1999 are  attributable
  to the effects of our acquisition of a controlling  interest in Jones Intercable
  in April  1999,  the sale of Comcast UK Cable in October  1998 and to changes in
  the  net  income  or  loss  of our  other  less  than  100%  owned  consolidated
  subsidiaries.
  
       For the nine and three  months  ended  September  30,  1999 and  1998,  our
  earnings from  continuing  operations  (income from  continuing  operations plus
  income tax expense, equity in net losses of affiliates,  fixed charges (interest
  expense) and extraordinary  items) were $2.168 billion,  $1.598 billion,  $260.4
  million and $1.263 billion,  respectively.  Such earnings were adequate to cover
  our fixed charges of $392.8 million,  $354.9 million,  $138.1 million and $117.7
  million  for the nine and  three  months  ended  September  30,  1999 and  1998,
  respectively.  Fixed charges include non-cash  interest expense of $2.3 million,
  $37.3  million,  $0.5  million and $11.3  million for the nine and three  months
  ended September 30, 1999 and 1998, respectively.
  
       We  believe  that  any  losses  incurred  in  the  future  by us  will  not
  significantly  affect the performance of our normal business  activities because
  of our existing cash, cash equivalents and short-term  investments,  our ability
  to generate  operating  income  before  depreciation  and  amortization  and our
  ability to obtain external financing.
  
       We believe that our operations are not materially affected by inflation.
  
                                         23
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       We are subject to legal  proceedings and claims which arise in the ordinary
       course of our  business.  In the opinion of our  management,  the amount of
       ultimate liability with respect to these actions will not materially affect
       our financial position, results of operations or liquidity.
  
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K:
  
            (i)  We filed a Current  Report  on Form 8-K under  Item 5 on July 22,
                 1999 relating to our announcement  that we had completed the sale
                 of  our  indirect  wholly  owned  subsidiary,   Comcast  Cellular
                 Corporation to SBC Communications, Inc.
  
            (ii) We filed a Current  Report on Form 8-K under Item 5 on August 11,
                 1999  relating  to our  announcement  that we plan to commence an
                 offer to exchange 1.4 shares of our Class A Special  Common Stock
                 for each share of Class A Common  Stock or Common  Stock of Jones
                 Intercable,  Inc. for up to 79% of the combined  number of shares
                 of Jones  Intercable,  Inc. Class A Common Stock and Common Stock
                 outstanding.
  
                                         24
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                          COMCAST CORPORATION
                                          -------------------------------------
  
  
  
  
  
  
                                          /S/ LAWRENCE S. SMITH
                                          -------------------------------------
                                          Lawrence S. Smith
                                          Executive Vice President
                                          (Principal Accounting Officer)
  
  
  
  Date: November 15, 1999
  
  
                                         25
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                 SEPTEMBER 30, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
               (Exact name of registrant as specified in its charter)
  
           PENNSYLVANIA                                     23-1709202
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
        Yes  __X__                                               No ____
                             --------------------------
  
  As of  September  30,  1999,  there were  715,051,949  shares of Class A Special
  Common Stock,  27,193,380 shares of Class A Common Stock and 9,444,375 shares of
  Class B Common Stock outstanding.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                  TABLE OF CONTENTS
                                                                             Page
                                                                            Number
  PART I.   FINANCIAL INFORMATION
  
            ITEM 1.   Financial Statements
  
                      Condensed Consolidated Balance Sheet as of
                      September 30, 1999 and December 31, 1998 (Unaudited).......2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Nine and Three Months Ended September 30,
                      1999 and 1998 (Unaudited)..................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1999 and 1998 (Unaudited)..................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 15
  
            ITEM 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations...........................................16 - 23
  
  PART II.  OTHER INFORMATION
  
            ITEM 1.   Legal Proceedings.........................................24
  
            ITEM 6.   Exhibits and Reports on Form 8-K..........................24
  
            SIGNATURE.......................................................... 25
  
                         -----------------------------------
  
       This Quarterly  Report on Form 10-Q is for the three months ended September
  30, 1999. This Quarterly Report modifies and supersedes documents filed prior to
  this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
  information that we file with them,  which means that we can disclose  important
  information  to you by referring  you directly to those  documents.  Information
  incorporated by reference is considered to be part of this Quarterly  Report. In
  addition,  information  we file with the SEC in the  future  will  automatically
  update and supersede  information  contained in this Quarterly  Report.  In this
  Quarterly Report,  "Comcast," "we," "us" and "our" refer to Comcast  Corporation
  and its subsidiaries.
  
       You should  carefully  review the  information  contained in this Quarterly
  Report and in other reports or documents that we file from time to time with the
  SEC. In this Quarterly  Report, we state our beliefs of future events and of our
  future  financial  performance.  In some cases, you can identify those so-called
  "forward-looking   statements"  by  words  such  as  "may,"  "will,"   "should,"
  "expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
  "potential,"  or "continue" or the negative of those words and other  comparable
  words.  You  should be aware  that those  statements  are only our  predictions.
  Actual events or results may differ materially.  In evaluating those statements,
  you should specifically  consider various factors,  including the risks outlined
  below.  Those factors may cause our actual results to differ materially from any
  of our forward-looking statements.
  
  Factors Affecting Future Operations
  
       The cable communications  industry and the provision of programming content
  may be affected by, among other things:
  
       o    changes in laws and regulations,
       o    changes in the competitive environment,
       o    changes in technology,
       o    franchise related matters,
       o    market  conditions that may adversely  affect the availability of debt
            and equity  financing for working  capital,  capital  expenditures  or
            other purposes,
       o    demand for the programming content we distribute or the willingness of
            other video program providers to carry our content,
       o    general economic conditions.
  COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  (Dollars in millions, except share data)
                                                                                     September 30,     December 31,
                                                                                         1999               1998
                                                                                      -----------       -----------
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents ..................................................          $881.9            $870.7
     Investments ................................................................         5,354.1           3,653.4
     Accounts receivable, less allowance for doubtful
        accounts of $133.2 and $120.7 ...........................................           541.6             549.3
     Inventories, net ...........................................................           468.4             343.8
     Other current assets .......................................................            95.3             100.2
                                                                                      -----------       -----------
           Total current assets .................................................         7,341.3           5,517.4
                                                                                      -----------       -----------
  INVESTMENTS ...................................................................         2,683.2             602.4
                                                                                      -----------       -----------
  PROPERTY AND EQUIPMENT ........................................................         4,832.3           3,886.7
     Accumulated depreciation ...................................................        (1,622.5)         (1,362.3)
                                                                                      -----------       -----------
     Property and equipment, net ................................................         3,209.8           2,524.4
                                                                                      -----------       -----------
  DEFERRED CHARGES ..............................................................        11,496.6           8,214.5
     Accumulated amortization ...................................................        (2,466.0)         (2,148.2)
                                                                                      -----------       -----------
     Deferred charges, net ......................................................         9,030.6           6,066.3
                                                                                      -----------       -----------
                                                                                        $22,264.9         $14,710.5
                                                                                      ===========       ===========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses ......................................        $2,197.3          $1,600.3
     Accrued interest ...........................................................           140.9              73.5
     Net liabilities of discontinued operations .................................                             165.2
     Deferred income taxes ......................................................         1,575.3           1,033.2
     Current portion of long-term debt ..........................................           178.4             113.5
                                                                                      -----------       -----------
           Total current liabilities ............................................         4,091.9           2,985.7
                                                                                      -----------       -----------
  LONG-TERM DEBT, less current portion ..........................................         6,778.0           5,464.2
                                                                                      -----------       -----------
  DEFERRED INCOME TAXES .........................................................         2,883.7           1,500.1
                                                                                      -----------       -----------
  MINORITY INTEREST AND OTHER ...................................................           875.4             834.0
                                                                                      -----------       -----------
  COMMITMENTS AND CONTINGENCIES
  COMMON EQUITY PUT OPTIONS .....................................................                             111.2
                                                                                      -----------       -----------
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 20,000,000 shares; 5% series A convertible,
        no par value, issued, zero and 6,370 at redemption value ................                              31.9
        5.25% series B mandatorily redeemable convertible, $1,000 par value,
        issued, 562,260 and 540,690 at redemption value .........................           562.3             540.7
     Class A special common stock, $1 par value - authorized,
        2,500,000,000 shares; issued, 715,051,949 and 698,395,170 ...............           715.1             698.4
     Class A common stock, $1 par value - authorized,
        200,000,000 shares; issued, 27,193,380 and 31,690,063 ...................            27.2              31.7
     Class B common stock, $1 par value - authorized,
        50,000,000 shares; issued, 9,444,375 ....................................             9.4               9.4
     Additional capital .........................................................         3,448.2           2,941.7
     Accumulated deficit ........................................................          (371.9)         (1,488.2)
     Accumulated other comprehensive income .....................................         3,245.6           1,049.7
                                                                                      -----------       -----------
           Total stockholders' equity ...........................................         7,635.9           3,815.3
                                                                                      -----------       -----------
                                                                                        $22,264.9         $14,710.5
                                                                                      ===========       ===========
  See notes to condensed consolidated financial statements.
  
                                         2
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in millions, except per share data)
                                                                                Nine Months Ended            Three Months Ended
                                                                                   September 30,                September 30,
                                                                               1999          1998          1999             1998
                                                                          -----------    -----------    -----------    -----------
  REVENUES
       Service income ..................................................     $2,418.4       $2,049.8         $848.0         $664.3
       Net sales from electronic retailing .............................      1,959.2        1,648.5          677.1          573.9
                                                                          -----------    -----------    -----------    -----------
                                                                              4,377.6        3,698.3        1,525.1        1,238.2
                                                                          -----------    -----------    -----------    -----------
  COSTS AND EXPENSES
       Operating .......................................................      1,201.6        1,048.4          412.1          307.4
       Cost of goods sold from electronic retailing ....................      1,181.1          997.6          411.8          345.2
       Selling, general and administrative .............................        648.6          577.1          237.3          212.3
       Depreciation ....................................................        402.7          344.8          148.6          117.1
       Amortization ....................................................        456.2          364.1          164.1          123.2
                                                                          -----------    -----------    -----------    -----------
                                                                              3,890.2        3,332.0        1,373.9        1,105.2
                                                                          -----------    -----------    -----------    -----------
  OPERATING INCOME .....................................................        487.4          366.3          151.2          133.0
  OTHER (INCOME) EXPENSE
       Interest expense ................................................        392.8          354.9          138.1          117.7
       Investment income ...............................................       (229.1)      (1,021.0)        (101.1)      (1,022.9)
       Equity in net (income) losses of affiliates .....................         (0.9)         345.4           (2.5)         108.6
       Gain from equity offering of affiliate ..........................                      (157.8)                        (98.1)
       Other income ....................................................     (1,433.6)          (8.1)          (2.7)          (3.9)
                                                                          -----------    -----------    -----------    -----------
                                                                             (1,270.8)        (486.6)          31.8         (898.6)
                                                                          -----------    -----------    -----------    -----------
  INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
       TAX EXPENSE, MINORITY INTEREST AND EXTRAORDINARY ITEMS ..........      1,758.2          852.9          119.4        1,031.6
  INCOME TAX EXPENSE ...................................................        827.9          322.6          104.2          313.2
                                                                          -----------    -----------    -----------    -----------
  INCOME FROM CONTINUING OPERATIONS BEFORE
       MINORITY INTEREST AND EXTRAORDINARY ITEMS .......................        930.3          530.3           15.2          718.4
  MINORITY INTEREST INCOME .............................................        (18.2)         (44.4)          (5.4)          (5.2)
                                                                          -----------    -----------    -----------    -----------
  INCOME FROM CONTINUING OPERATIONS BEFORE
       EXTRAORDINARY ITEMS .............................................        948.5          574.7           20.6          723.6
  (GAIN) LOSS FROM DISCONTINUED OPERATIONS, net of income tax expense
       (benefit) of $147.7, ($13.2), $159.6 and ($4.2) .................       (335.8)          21.4         (355.9)           6.6
                                                                          -----------    -----------    -----------    -----------
  INCOME BEFORE EXTRAORDINARY ITEMS ....................................      1,284.3          553.3          376.5          717.0
  EXTRAORDINARY ITEMS ..................................................        (44.4)          (3.0)         (41.4)          (3.0)
                                                                          -----------    -----------    -----------    -----------
  NET INCOME ...........................................................      1,239.9          550.3          335.1          714.0
  PREFERRED DIVIDENDS ..................................................        (22.4)         (21.7)          (7.3)          (7.4)
                                                                          -----------    -----------    -----------    -----------
  NET INCOME FOR COMMON STOCKHOLDERS ...................................     $1,217.5         $528.6         $327.8         $706.6
                                                                          ===========    ===========    ===========    ===========
  ACCUMULATED DEFICIT
       Beginning of period .............................................    ($1,488.2)     ($2,415.9)       ($592.8)     ($2,596.7)
       Net income ......................................................      1,239.9          550.3          335.1          714.0
       Common dividends - $.035 and $.012 per share in 1998 ............                       (25.8)                         (8.7)
       Retirement of common stock ......................................       (123.6)          (7.3)        (114.2)          (7.3)
                                                                          -----------    -----------    -----------    -----------
       End of period ...................................................      ($371.9)     ($1,898.7)       ($371.9)     ($1,898.7)
                                                                          ===========    ===========    ===========    ===========
  BASIC EARNINGS FOR COMMON STOCKHOLDERS PER COMMON SHARE
       Income from continuing operations before extraordinary items ....        $1.24           $.75           $.02           $.97
       Discontinued operations .........................................          .45           (.03)           .47           (.01)
       Extraordinary items .............................................         (.06)                         (.05)
                                                                          -----------    -----------    -----------    -----------
          Net income ...................................................        $1.63           $.72           $.44           $.96
                                                                          ===========    ===========    ===========    ===========
  BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING ...........        747.0          731.0          755.2          738.6
                                                                          ===========    ===========    ===========    ===========
  DILUTED EARNINGS FOR COMMON STOCKHOLDERS
       PER COMMON SHARE
       Income from continuing operations before extraordinary items ....        $1.16           $.72           $.03           $.89
       Discontinued operations .........................................          .41           (.03)           .43           (.01)
       Extraordinary items .............................................         (.05)                         (.05)
                                                                          -----------    -----------    -----------    -----------
          Net income ...................................................        $1.52           $.69           $.41           $.88
                                                                          ===========    ===========    ===========    ===========
  DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING .........        815.4          804.2          823.9          808.6
                                                                          ===========    ===========    ===========    ===========
  See notes to condensed consolidated financial statements.
  
                                         3
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                           Nine Months Ended September 30,
                                                                                                1999               1998
                                                                                             ----------       ----------
  OPERATING ACTIVITIES
     Net income ..........................................................................     $1,239.9           $550.3
     Adjustments to reconcile net income to net cash provided
       by operating activities from continuing operations:
        Depreciation .....................................................................        402.7            344.8
        Amortization .....................................................................        456.2            364.1
        Non-cash interest (income) expense, net ..........................................        (14.3)            30.4
        Equity in net (income) losses of affiliates ......................................         (0.9)           345.4
        Gain from equity offering of affiliate ...........................................                        (157.8)
        Non-cash investment income, net ..................................................       (136.0)          (976.6)
        Minority interest income .........................................................        (18.2)           (44.4)
        Discontinued operations ..........................................................       (335.8)            21.4
        Extraordinary items ..............................................................         44.4              3.0
        Deferred income taxes and other ..................................................        214.9            205.8
                                                                                             ----------       ----------
                                                                                                1,852.9            686.4
        Changes in working capital .......................................................        534.9             90.2
                                                                                             ----------       ----------
                 Net cash provided by operating activities from continuing operations ....      2,387.8            776.6
                                                                                             ----------       ----------
  FINANCING ACTIVITIES
     Proceeds from borrowings ............................................................        935.0          1,023.3
     Retirement and repayment of debt ....................................................     (1,108.8)          (897.2)
     (Repurchases) issuances of common stock, net ........................................        (15.4)            14.3
     Issuances of common equity put options ..............................................                          11.4
     Dividends ...........................................................................         (9.4)           (27.1)
     Deferred financing costs ............................................................        (14.6)            (4.8)
     Other ...............................................................................         (3.0)             4.6
                                                                                             ----------       ----------
                 Net cash (used in) provided by financing activities from
                    continuing operations ................................................       (216.2)           124.5
                                                                                             ----------       ----------
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired ..................................................       (755.2)          (269.4)
     (Purchases of) proceeds from sales of short-term investments, net ...................       (206.2)           125.2
     Investments .........................................................................       (272.2)          (137.6)
     Increase in notes receivable ........................................................       (733.5)
     Proceeds from sale of discontinued operations .......................................        361.1
     Proceeds from sales of and distributions from investments ...........................        146.7              0.7
     Proceeds from investee's repayment of loan ..........................................                          74.7
     Proceeds from sales of call options .................................................                          20.7
     Capital expenditures ................................................................       (545.3)          (643.1)
     Additions to deferred charges .......................................................       (155.8)           (46.6)
     Other ...............................................................................                         (14.0)
                                                                                             ----------       ----------
                 Net cash used in investing activities from continuing operations ........     (2,160.4)          (889.4)
                                                                                             ----------       ----------
  INCREASE IN CASH AND CASH
    EQUIVALENTS - CONTINUING OPERATIONS ..................................................         11.2             11.7
  CASH AND CASH EQUIVALENTS, beginning of period .........................................        870.7            409.1
                                                                                             ----------       ----------
  CASH AND CASH EQUIVALENTS, end of period ...............................................       $881.9           $420.8
                                                                                             ==========       ==========
  See notes to condensed consolidated financial statements.
  
                                         4
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet  as  of  September  30,  1999,  the
       condensed  consolidated statement of operations and accumulated deficit for
       the  nine  and  three  months  ended  September  30,  1999 and 1998 and the
       condensed  consolidated  statement  of cash flows for the nine months ended
       September 30, 1999 and 1998 have been prepared by Comcast  Corporation (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all adjustments  necessary to present fairly
       the  financial  position,  results  of  operations  and  cash  flows  as of
       September 30, 1999 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission  (the "SEC").  The results of  operations  for the periods ended
       September 30, 1999 are not necessarily  indicative of operating results for
       the full year.
  
       The  results  of  operations  of  Comcast  Cellular  Corporation  ("Comcast
       Cellular"),  an indirect wholly owned subsidiary of the Company,  have been
       presented  as  a  discontinued  operation  in  accordance  with  Accounting
       Principles  Board  ("APB")  Opinion  No.  30,  "Reporting  the  Results  of
       Operations - Reporting  the Effects of Disposal of a Segment of a Business,
       and   Extraordinary,   Unusual  and   Infrequently   Occurring  Events  and
       Transactions" (see Note 3).
  
       Stock Split
       On March 3, 1999, the Company's  board of directors  authorized an increase
       in the number of authorized  shares of the Company's Class A Special Common
       Stock from 500 million  shares to 2.5  billion  shares.  On that date,  the
       Company's board of directors also  authorized a two-for-one  stock split in
       the form of a 100% stock  dividend  (the "Stock  Split")  payable on May 5,
       1999 to  shareholders  of record on April 20, 1999,  subject to shareholder
       approval of the increase in authorized  shares (which was obtained on April
       20,  1999).  The dividend  was paid in Class A Special  Common Stock to the
       holders of Class A Common, Class A Special Common and Class B Common Stock.
       The average  number of shares  outstanding  and related  prices,  per share
       amounts,  share  conversions and stock option data have been  retroactively
       restated to reflect the Stock Split.  The Company's board of directors also
       eliminated the quarterly cash dividend of $.012 per share on all classes of
       its Common Stock.  The last  quarterly  cash dividend was paid on March 25,
       1999.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
       Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
       for  Derivative   Instruments  and  Hedging   Activities."  This  statement
       establishes  the accounting  and reporting  standards for  derivatives  and
       hedging  activity.  Upon the adoption of SFAS No. 133, all  derivatives are
       required to be recognized in the statement of financial  position as either
       assets or  liabilities  and measured at fair value.  In July 1999, the FASB
       issued SFAS No. 137,  "Accounting  for Derivative  Instruments  and Hedging
       Activities - Deferral of the Effective  Date of FASB Statement No. 133 - an
       amendment of FASB  Statement  No. 133"  deferring  the  effective  date for
       implementation  of SFAS No. 133 to fiscal  years  beginning  after June 15,
       2000.  The Company is currently  evaluating the impact the adoption of SFAS
       No. 133 will have on its financial position and results of operations.
  
                                          5
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Earnings for Common Stockholders Per Common Share
       Earnings for common  stockholders  per common share is computed by dividing
       net income, after deduction of preferred stock dividends,  when applicable,
       by the weighted  average  number of common  shares  outstanding  during the
       period on a basic and diluted basis.
  
       The  following  table  reconciles  the  numerator  and  denominator  of the
       computations of diluted  earnings for common  stockholders per common share
       ("Diluted  EPS") for the nine and three months ended September 30, 1999 and
       1998, respectively.
  (Amounts in millions, except per share data)
                                                             Nine Months Ended          Three Months Ended
                                                               September 30,               September 30,
                                                              1999        1998           1999        1998
                                                            --------    --------       ---------   ---------
  Net income for common stockholders..............     $1,217.5      $528.6          $327.8      $706.6
       Dilutive securities effect on net income
         for common stockholders.......................                      1.0
       Preferred dividends.............................         22.4        21.7             7.3         7.4
                                                            --------    --------       ---------   ---------
       Net income for common stockholders
         used for Diluted EPS..........................     $1,239.9      $551.3          $335.1      $714.0
                                                            ========    ========       =========   =========
       Basic weighted average number of common
         shares outstanding............................        747.0       731.0           755.2       738.6
       Dilutive securities: (see Note 6)
         1 1/8% discount convertible subordinated
            debentures, redeemed March 1998............                      6.8
         Series A and B convertible preferred stock             44.6        45.2            43.4        45.2
         Stock option and restricted stock plans                23.8        21.2            25.3        24.8
                                                            --------    --------       ---------   ---------
       Diluted weighted average number of common
         shares outstanding............................        815.4       804.2           823.9       808.6
                                                            ========    ========       =========   =========
       Diluted earnings for common stockholders
         per common share..............................        $1.52        $.69            $.41        $.88
                                                            ========    ========       =========   =========
  Put options sold by the Company on a weighted  average 3.6 million  shares,
       2.1  million   shares,   1.2  million   shares  and  1.0  million   shares,
       respectively,  of its  Class  A  Special  Common  stock  (see  Note 6) were
       outstanding  during the nine and three months ended  September 30, 1999 and
       1998  but  were not  included  in the  computation  of  Diluted  EPS as the
       options'  exercise  price was less  than the  average  market  price of the
       Company's Class A Special Common Stock during the periods.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1999.
  
                                          6
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   SIGNIFICANT EVENTS
  
       Investment in Prime Communications
       In December 1998, the Company agreed to invest in Prime  Communications LLC
       ("Prime"),  a cable television operator with cable  communications  systems
       serving  approximately  430,000 subscribers.  Pursuant to the terms of this
       agreement,  in December 1998 the Company  acquired from Prime a $50 million
       12.75%  subordinated  note due 2008  issued by  Prime.  In July  1999,  the
       Company  made a loan to Prime in the form of a $733.5  million  6% ten year
       note (the "Prime Note"),  convertible  into 90% of the equity of Prime.  In
       November 1999,  the Company made an additional  $20.0 million loan to Prime
       (on the same terms as the  original  loan),  and  delivered a notice of the
       Company's  intention  to  convert  the Prime  Note.  The Prime Note will be
       converted upon receipt of required regulatory approvals, which are expected
       to be  obtained  by the end of the second  quarter  of 2000.  The owners of
       Prime  have  agreed  that at the time of  conversion,  they will sell their
       remaining 10% equity  interest in Prime to the Company,  for  approximately
       $82 million,  plus accrued  interest  from July 1999 at 7% per annum.  As a
       result,  the Company would then own 100% of Prime and assume  approximately
       $550 million of Prime debt.
  
       Sale of Comcast Cellular
       In July 1999,  the Company  completed  the sale of Comcast  Cellular to SBC
       Communications,  Inc.  for  $361.1  million in cash and the  assumption  of
       $1.315 billion of Comcast  Cellular debt, and recognized a gain on the sale
       of discontinued  operations of $355.9  million,  net of income tax expense.
       During the nine and three months  ended  September  30, 1999 and 1998,  the
       Company  recognized losses from  discontinued  operations of $20.1 million,
       $21.4 million, zero and $6.6 million, respectively.
  
       Acquisition of Greater Philadelphia Cablevision
       On June  30,  1999,  the  Company  completed  the  acquisition  of  Greater
       Philadelphia Cablevision,  Inc. ("Greater  Philadelphia"),  a subsidiary of
       Greater  Media,  Inc.  that operates a cable system  serving  approximately
       79,000 subscribers in Philadelphia,  Pennsylvania, by issuing approximately
       8.5  million  shares of its Class A Special  Common  Stock  with a value of
       $291.7 million based upon the average  closing price of the Company's Class
       A  Special  Common  Stock  for  a  ten-day  period  before  and  after  the
       announcement  of the  transaction  in February 1999.  The  acquisition  was
       accounted  for  under  the  purchase  method of  accounting.  As such,  the
       operating  results  of  Greater  Philadelphia  have  been  included  in the
       accompanying condensed consolidated statement of operations and accumulated
       deficit from the acquisition  date. The allocation of the purchase price to
       the assets and liabilities of Greater Philadelphia is preliminary pending a
       final  appraisal.  As the  consideration  given  in  exchange  for  Greater
       Philadelphia  was shares of the Company's Class A Special Common Stock, the
       Greater Philadelphia acquisition had no significant impact on the Company's
       condensed consolidated statement of cash flows.
  
       Adelphia Agreement
       In May  1999,  the  Company  and Jones  Intercable,  Inc.,  a  consolidated
       subsidiary  of the Company,  ("Jones  Intercable" - see  "Acquisition  of a
       Controlling  Interest in Jones Intercable" below) entered into an agreement
       (the "Adelphia  Agreement") to exchange certain cable systems with Adelphia
       Communications ("Adelphia"). Under the terms of the Adelphia Agreement, the
       Company and Jones Intercable,  in the aggregate, will receive approximately
       464,000 cable subscribers from Adelphia. In exchange, Adelphia will receive
       current systems owned by the Company and Jones Intercable  serving,  in the
       aggregate,  approximately 440,000 subscribers.  All of the systems involved
       in the transactions  will be valued based upon independent  appraisals with
       any difference in relative value to be funded with cash or additional cable
       systems.  The  system  exchanges  are  subject  to  customary  closing  and
       regulatory approvals and are expected to close by mid-2000.
  
       AT&T Agreement
       In May 1999, the Company and AT&T Corp.  ("AT&T") entered into an agreement
       (the "AT&T  Agreement") to exchange various cable systems (the "AT&T System
       Exchanges").  Under the terms of the AT&T  Agreement,  the Company will pay
       AT&T  approximately $3.4 billion (subject to adjustment based on the actual
       number of net
  
                                          7
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       subscribers  acquired and the per subscriber price of certain  subscribers)
       for the approximately 750,000 net subscribers to be acquired as a result of
       the AT&T System  Exchanges.  The Company  will pay for the net  subscribers
       acquired in connection  with the AT&T System  Exchanges with shares of AT&T
       common stock currently  owned or  subsequently  acquired by the Company and
       other  securities or assets which would permit the AT&T System Exchanges to
       be tax-free to the extent  possible.  The value of any currently owned AT&T
       common  stock to be  exchanged  will be $54.41  per  share,  based upon the
       average  trading price during the 20-day trading  period  beginning June 3,
       1999.
  
       Under the terms of the AT&T  Agreement,  the Company  also has an option to
       acquire from AT&T,  following  approximately three years,  additional cable
       systems with a total of between 1.0 million and 1.4 million subscribers for
       approximately  $4.8 billion to $6.7 billion  (subject to reduction  for any
       long-term debt and other  liabilities of the acquired cable  systems).  The
       Company will pay for these cable systems with shares of the Company's Class
       A Special  Common Stock (valued on the same basis as described in the prior
       paragraph)   and  other   securities  or  assets  which  would  permit  the
       acquisition  to be tax-free  (or if such result can not be  obtained,  with
       cash).
  
       Under the terms of the AT&T Agreement, the Company has also agreed to offer
       AT&T-branded  residential  wireline  telephony in its cable system markets,
       provided AT&T has concluded separate residential  telephony agreements with
       at least two other non-AT&T affiliated  multi-system cable operators.  AT&T
       has agreed to grant the Company the most  favorable  terms AT&T has reached
       with any of those or other multi-system cable operators.
  
       The majority of the AT&T System Exchanges and the exercise of the Company's
       option to acquire the  additional  cable  systems are  contingent  upon the
       completion of AT&T's  acquisition of MediaOne (see Proposed  Acquisition of
       MediaOne Group, Inc. below), which is expected to close in 2000, subject to
       receipt  of  necessary  regulatory  and  other  approvals.  There can be no
       assurance, however, that such acquisition will be consummated.
  
       Proposed Acquisition of MediaOne Group, Inc.
       In March 1999, the Company and MediaOne Group, Inc.  ("MediaOne"),  entered
       into an Agreement and Plan of Merger (the "Merger  Agreement")  pursuant to
       which MediaOne was to be merged with and into the Company.  Under the terms
       of the Merger  Agreement,  MediaOne  could  terminate the Merger  Agreement
       under certain  conditions,  provided that it pay a termination  fee of $1.5
       billion in cash to the Company.  In April 1999,  AT&T submitted an offer to
       purchase MediaOne. On May 1, 1999, the MediaOne board of directors notified
       the Company that it had determined  that the AT&T offer was superior to the
       Company's offer. On May 6, 1999,  MediaOne  terminated the Merger Agreement
       and MediaOne paid the Company the termination  fee. The termination fee was
       recorded to other income in the Company's condensed  consolidated statement
       of operations and accumulated  deficit,  net of transaction  costs, for the
       nine months ended September 30, 1999.
  
       Acquisition of a Controlling Interest in Jones Intercable
       In May 1998,  the  Company  agreed to  purchase  from BCI  Telecom  Holding
       ("BTH") 6.4 million  Class A Common Shares in Jones  Intercable,  and a 49%
       interest  in the BTH  subsidiaries  which  were to  continue  to own  BTH's
       remaining 6.4 million shares of Jones  Intercable  Class A Common Stock. At
       the same time,  the  Company  agreed to acquire  approximately  2.9 million
       shares of Common Stock of Jones Intercable (the "Control  Shares"),  if and
       when  acquired by BTH from  affiliates  of Jones  Intercable's  controlling
       shareholder under an existing option (the "Control Option") to acquire such
       shares  (which  absent  extraordinary  circumstances  would  not have  been
       exercisable until December 2001). The Company was to purchase the remaining
       51% of the BTH  subsidiaries  when the Control  Shares were  acquired.  The
       Company,   BTH,  Jones  Intercable  and  Jones   Intercable's   controlling
       shareholder  agreed in August  1998 to  accelerate  the  Control  Option to
       permit its early  exercise and the early closing of the  transactions  with
       BTH.  The  transaction  closed on April 7, 1999.  The  Company  paid $706.3
       million  in cash to acquire  the 12.8  million  shares of Jones  Intercable
       Class A Common  Stock and the  Control  Shares.  In June 1999,  the Company
       purchased an  additional  1.0 million  shares of Jones  Intercable  Class A
       Common Stock for $50.0 million through a private transaction.  As a result,
       the Company controls 39.6% of the economic and 48.3% of the voting interest
       in Jones  Intercable.  In addition,  the Control  Shares  represent  shares
       having the right to elect
  
                                          8
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       approximately 75% of the Board of Directors of Jones Intercable.  The share
       acquisitions  were funded with available cash and cash  equivalents.  Jones
       Intercable  is a  public  company,  which  owns  cable  operations  serving
       approximately  1.0 million  customers.  The  acquisition  was accounted for
       under the purchase method of accounting.  As such, the operating results of
       Jones  Intercable  have  been  included  in  the   accompanying   condensed
       consolidated  statement  of  operations  and  accumulated  deficit from the
       acquisition  date.  The  allocation of the purchase price to the assets and
       liabilities of Jones Intercable is preliminary pending a final appraisal.
  
       In August 1999, the Company announced its intention to commence an offer to
       exchange  1.4 shares of its Class A Special  Common Stock for each share of
       Class A Common Stock or Common Stock of Jones  Intercable  for up to 79% of
       the combined number of shares of Jones  Intercable Class A Common Stock and
       Common Stock  outstanding  (subject to certain  terms and  conditions to be
       contained  in  the  offer   documents).   The  offer  would  commence  upon
       registration of the Company's Class A Special Common Stock to be offered in
       the  exchange  offer with the SEC  pursuant  to an  effective  registration
       statement.
  
  4.   INVESTMENTS
  September 30,   December 31,
                                                                                   1999             1998
                                                                               ------------      ---------
                                                                                   (Dollars in millions)
  Equity method...............................................             $46.3          $11.1
             Fair value method...........................................           7,711.2        4,170.0
             Cost method.................................................             279.8           74.7
                                                                               ------------      ---------
                    Total investments....................................           8,037.3        4,255.8
             Less current investments....................................           5,354.1        3,653.4
                                                                               ------------     ---------
             Non-current investments.....................................          $2,683.2        $602.4
                                                                               ============     =========
  Equity Method
       The Company records its proportionate interests in the net income (loss) of
       certain of its equity method investees in arrears.  The Company's  recorded
       investments  exceed its  proportionate  interests  in the book value of the
       investees' net assets by $79.1 million as of September 30, 1999  (primarily
       related to the Company's  investment in The Golf  Channel).  Such excess is
       being amortized to equity in net income or loss, primarily over a period of
       twenty  years,  which  is  consistent  with  the  estimated  lives  of  the
       underlying  assets.  The cost basis of investments  accounted for under the
       equity method totaled $237.2 million and $215.3 million as of September 30,
       1999 and December 31, 1998, respectively.
  
                                          9
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized  financial  information  for the nine  and  three  months  ended
       September 30, 1998 for the Company's  equity method  investees is presented
       below.  Summarized  financial  information is not presented for Sprint PCS,
       Teleport   Communications  Group  Inc.  ("Teleport")  or  Birmingham  Cable
       Corporation Limited and Cable London, PLC (together, the "UK Investees") as
       of or for the  nine and  three  months  ended  September  30,  1999 as such
       investments are no longer accounted for under the equity method (dollars in
       millions):
  Sprint                     UK
                                                            PCS      Teleport     Investees    Other      Combined
                                                         ---------   ---------    --------    --------    --------
  Nine months ended September 30, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $477.3      $605.8      $176.5      $584.1    $1,843.7
           Operating, selling, general and
             administrative expenses...................    1,300.0       558.7       136.0       613.5     2,608.2
           Depreciation and amortization...............      389.8       163.4        61.9        55.1       670.2
           Operating loss..............................   (1,212.5)     (116.3)      (21.4)      (84.5)   (1,434.7)
           Net loss (1)................................   (1,600.2)     (190.6)      (70.6)     (123.2)   (1,984.6)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........    ($240.0)     ($27.2)     ($25.9)     ($47.2)    ($340.3)
           Amortization expense........................       (2.3)                   (0.5)       (2.3)       (5.1)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................    ($242.3)     ($27.2)     ($26.4)     ($49.5)    ($345.4)
                                                         =========   =========    ========    ========    ========
  
       Three months ended September 30, 1998:
  
         Combined Results of Operations
           Revenues, net...............................     $192.3      $295.3       $60.4       $48.8      $596.8
           Operating, selling, general and
             administrative expenses...................      428.5       257.4        45.8        37.2       768.9
           Depreciation and amortization...............      151.4        66.3        21.1        11.6       250.4
           Operating loss..............................     (387.6)      (28.4)       (6.5)                 (422.5)
           Net loss (1)................................     (542.2)      (55.9)      (20.0)       (9.3)     (627.4)
  
         Company's Equity in Net Loss
           Equity in current period net loss...........     ($81.3)      ($7.5)      ($7.7)     ($10.1)    ($106.6)
           Amortization expense........................       (0.8)                   (0.2)       (1.0)       (2.0)
                                                         ---------   ---------    --------    --------    --------
             Total equity in net loss..................     ($82.1)      ($7.5)      ($7.9)     ($11.1)    ($108.6)
                                                         =========   =========    ========    ========    ========
  --------
       (1) Net  loss  also  represents  loss  from  continuing  operations  before
           extraordinary  items and  cumulative  effect of changes  in  accounting
           principles.
  Sprint PCS.  Effective  November 1998, in connection with the restructuring
       of Sprint PCS, the Company  accounts for its investment in Sprint PCS under
       the fair value method.
  
       Teleport.  In April 1998 and November 1997,  Teleport  issued shares of its
       Class A Common  Stock.  As a result of the  share  issuances,  the  Company
       recognized a $157.8 million and $98.1 million increase in its proportionate
       share of Teleport's net assets as a gain from equity  offering of affiliate
       for the nine and three months ended September 30, 1998,  respectively.  The
       Company  recorded  its  proportionate  share of  Teleport's  net assets one
       quarter in arrears.  In July 1998, AT&T completed its merger with Teleport.
       Upon closing of the merger,  the Company  received  24.2 million  shares of
       AT&T common stock in exchange (the  "Exchange") for the 25.6 million shares
       of Teleport  Class B Common Stock held by the  Company.  As a result of the
       Exchange,  the Company  recognized a pre-tax gain of $1.092  billion during
       the nine and three  months  ended  September  30,  1998,  representing  the
       difference between
  
                                         10
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       the fair  value of the  AT&T  stock  received  and the  Company's  basis in
       Teleport.  Such gain is  included  in  investment  income in the  Company's
       condensed  consolidated statement of operations and accumulated deficit. As
       of December 31, 1998,  the Company has recorded its  investment  in AT&T at
       its estimated fair value.
  
       UK  Investees.  In October  1998,  the Company  exchanged  its  interest in
       Comcast UK Cable  Partners  Limited  ("Comcast UK Cable") for shares of NTL
       Incorporated ("NTL") common stock. As of December 31, 1998, the Company has
       recorded its investment in NTL at its estimated fair value.
  
       Other.  The Company's other equity investees  include  investments in cable
       communications and content  providers.  The Company does not consider these
       other equity  method  investments  to be  individually  significant  to its
       consolidated financial position, results of operations or liquidity.
  
       Fair Value Method
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies,  with an historical  cost  (including  $1.999 billion of
       pre-tax gains recognized  during 1998) of $2.714 billion and $2.555 billion
       as of September 30, 1999 and December 31, 1998,  respectively.  The Company
       has recorded these investments, which are classified as available for sale,
       at their  estimated  fair values of $7.711 billion and $4.170 billion as of
       September  30, 1999 and  December 31, 1998,  respectively.  The  unrealized
       pre-tax  gains as of  September  30, 1999 and  December  31, 1998 of $4.997
       billion  and  $1.615  billion,  respectively,  have  been  reported  in the
       Company's   condensed   consolidated   balance  sheet  as  a  component  of
       accumulated other comprehensive  income, net of related deferred income tax
       expense of $1.749 billion and $565.1 million, respectively.
  
       Sales of NTL Common Stock
       During  the three  months  ended  September  30,  1999,  the  Company  sold
       approximately  0.9 million shares of NTL common stock for total proceeds of
       $89.8 million and recognized a pre-tax gain of $50.1 million.  Such gain is
       included  in  investment  income in the  Company's  condensed  consolidated
       statement  of  operations  and  accumulated  deficit for the nine and three
       months ended  September 30, 1999. In October and November 1999, the Company
       sold all of its remaining 4.9 million shares (as adjusted for NTL's 5-for-4
       stock  split in October  1999) of NTL common  stock for total  proceeds  of
       $408.5  million.  The  Company  expects  to  recognize  a  pre-tax  gain of
       approximately  $234.1 million on the October and November 1999 sales of NTL
       common stock.
  
       AT&T Acquisition of TCI
       In March 1999, AT&T merged with Tele-Communications, Inc. ("TCI") with AT&T
       as the surviving  corporation (the "AT&T/TCI Merger").  Upon closing of the
       AT&T/TCI Merger, the Company received  approximately 3.6 million shares (as
       adjusted for AT&T's 3-for-2 stock split in April 1999) of AT&T common stock
       in exchange for the  approximately 3.1 million shares of TCI Class A Common
       Stock  held by the  Company  and the  Company  received  approximately  3.6
       million  shares of Class A Liberty  Media  Group ("New  Liberty")  Tracking
       Shares for the approximately 2.3 million shares of TCI Ventures Group, Inc.
       ("TCI Ventures")  common stock and the  approximately 2.4 million shares of
       Liberty  Media  Group  ("Old  Liberty")  Class A Common  Stock  held by the
       Company. As a result of the exchange, the Company recognized a pre-tax gain
       of  $187.6  million  during  the nine  months  ended  September  30,  1999,
       representing  the  difference  between the fair value of the stock received
       and the Company's  basis in TCI and TCI Ventures.  Such gain is included in
       investment  income in the  Company's  condensed  consolidated  statement of
       operations and accumulated  deficit for the nine months ended September 30,
       1999.
  
       In March 1998, the Company sold call options  relating to its  unrestricted
       equity  investments  in TCI,  TCI  Ventures  and Old Liberty  common  stock
       (together,  the "TCI Stock") for $20.7  million.  Such call options  expire
       between  March and  November  1999.  During the nine and three months ended
       September  30, 1999 and 1998,  the Company  recorded  investment  (expense)
       income of ($93.0) million,  ($32.1) million, $7.8 million and $8.1 million,
       respectively,  related  to  changes  in the value of the call  options  and
       settlement of the TCI and TCI Ventures call options.
  
                                         11
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Impairment Losses
       During the nine months  ended  September  30,  1999,  the Company  recorded
       pre-tax  losses of $35.5 million on certain of its  investments  based on a
       decline in value that was considered other than temporary.  During the nine
       and three months ended  September 30, 1998,  the Company  recorded  pre-tax
       losses of $91.2 million on certain of its investments based on a decline in
       value that was considered other than temporary. Such losses are included in
       investment  income in the  Company's  condensed  consolidated  statement of
       operations and accumulated deficit.
  
  5.   LONG-TERM DEBT
  
       ZONES
       In  November  1999,  the Company  issued  approximately  8.1  million  2.0%
       Exchangeable  Subordinated  Debentures  due 2029 (the "ZONES II") for gross
       proceeds  of  $657.1   million.   In  October  1999,   the  Company  issued
       approximately  16.1 million 2.0% Exchangeable  Subordinated  Debentures due
       2029 for gross  proceeds of $1.15 billion (the "ZONES I", and together with
       the ZONES  II,  the  "ZONES")  resulting  in  combined  proceeds  of $1.807
       billion.  The ZONES II mature on November  15,  2029.The  ZONES I mature on
       October 15, 2029. At maturity, holders of the ZONES are entitled to receive
       in cash an amount  equal to the higher of (a) the  principal  amount of the
       ZONES, or (b) the market value of Sprint PCS stock. Prior to maturity, each
       ZONES is  exchangeable at the holders option for an amount of cash equal to
       95% of the market value of Sprint PCS stock.
  
       Prior to maturity,  the Company may redeem all of the ZONES for cash at the
       higher of the original principal amount of ZONES or the then current market
       value of the Sprint PCS stock, plus, in either case, a per ZONES premium of
       (a) 4.5% if redeemed  prior to the first  anniversary of the ZONES issuance
       date,  (b) 3.0% if redeemed  prior to the second  anniversary  of the ZONES
       issuance date,  (c) 1.5% if redeemed prior to the third  anniversary of the
       ZONES  issuance  date,  or (d)  zero if  redeemed  on or  after  the  third
       anniversary of the ZONES issuance date.
  
       Interest  on the ZONES is payable  quarterly  (subject  to  deferral at the
       Company's option) equal to 2.0% per year of the original  principal amount,
       plus the amount of the  quarterly  cash  dividend paid on a share of Sprint
       PCS stock. The principal amount of the ZONES will be adjusted if Sprint PCS
       changes  the   dividend   paid  on  its  stock  or  if  there  are  special
       distributions on or in respect of the Sprint PCS stock.
  
       The ZONES are unsecured,  subordinated obligations ranking equally with all
       of  the  Company's   existing  and  future   subordinated  debt  and  trade
       obligations.
  
       The ZONES are being accounted for as an indexed debt  instrument  since the
       maturity  value is dependent  upon the fair value of Sprint PCS stock.  The
       Company's  investment in Sprint PCS is accounted  for as an "available  for
       sale"  security  under SFAS No.  115,  with  changes  in fair  value  being
       reflected in accumulated other comprehensive income (see Note 4).
  
       PHONES
       In March 1999, the Company issued 8.7 million 3.35% Exchangeable Extendable
       Subordinated  Debentures  due 2029 (the  "PHONES")  for gross  proceeds  of
       $718.3 million. At maturity, holders of the PHONES were entitled to receive
       in cash an amount  equal to the higher of (a) the  principal  amount of the
       PHONES, or (b) the market value of AT&T common stock.
  
       In July 1999, the Company  redeemed all $718.3 million  principal amount of
       the PHONES.  The Company  redeemed the PHONES due to its  transaction  with
       AT&T in which  it  intends  to use AT&T  shares  as  consideration  for the
       purchase of cable systems from AT&T in accordance  with the AT&T  Agreement
       (see  Note 3).  In  connection  with the  PHONES  redemption,  the  Company
       incurred  debt   extinguishment   costs  of  $32.3  million  and  wrote-off
       unamortized  debt  acquisition  costs of  $14.9  million,  resulting  in an
       extraordinary  loss, net of tax, of $30.7 million during the nine and three
       months ended September 30, 1999.
  
                                         12
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Interest Rates
       As of September  30, 1999 and December 31, 1998,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 7.56%
       and 7.71%, respectively.
  
       Lines of Credit
       As of September 30, 1999,  certain  subsidiaries  of the Company had unused
       lines of credit of $1.151 billion, $551.0 million of which is restricted by
       the  covenants of the related debt  agreements  and to  subsidiary  general
       purposes and dividend declaration.
  
  6.   STOCKHOLDERS' EQUITY
  
       Repurchase Program
       In September  1998,  the Company  announced that its board of directors had
       authorized a market repurchase program (the "Repurchase  Program") pursuant
       to which  the  Company  may  purchase,  in the open  market  or in  private
       transactions  up  to  $500.0  million  of  its  outstanding  common  equity
       securities, subject to certain restrictions and market conditions. Based on
       the trade  date for stock  repurchases,  during  the nine and three  months
       ended September 30, 1999 and 1998, the Company repurchased 1.0 million, 0.5
       million,  0.6 million and 0.5 million shares,  respectively,  of its common
       stock  pursuant  to the  Repurchase  Program.  As  part  of the  Repurchase
       Program,  in  September  1998,  the Company sold put options on 5.5 million
       shares of its Class A Special  Common  Stock.  During the nine months ended
       September 30, 1999,  put options  covering all 5.5 million  shares  expired
       unexercised.  Upon expiration, the Company reclassified $111.2 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.
  
       Share Exchange
       During the three  months  ended  September  30,  1999,  the Company  issued
       approximately  3.5 million  shares of its Class A Special  Common  Stock in
       exchange for approximately 3.7 million shares of its Class A Common Stock.
       The Class A Common Stock was subsequently retired.
  
       Series A Preferred Stock Conversion
       In July 1999,  the Company  exercised its right to convert all 6,370 shares
       of its Series A Preferred  Stock into  approximately  2.7 million shares of
       its Class A Special Common Stock.
  
       Comprehensive Income
       Total  comprehensive  income for the nine and three months ended  September
       30, 1999 and 1998 was $3.436 billion,  $749.5  million,  $862.8 million and
       $760.0  million,  respectively.  Total  comprehensive  income  includes net
       income,  unrealized  gains on marketable  securities  and foreign  currency
       translation gains (losses) for the periods presented.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made cash  payments  for  interest of $349.5  million,  $274.8
       million,  $94.3 million and $67.4 million  during the nine and three months
       ended September 30, 1999 and 1998, respectively.
  
       The Company made cash payments for income taxes of $143.7  million,  $104.0
       million,  $31.2 million and $31.0 million  during the nine and three months
       ended September 30, 1999 and 1998, respectively.
  
  8.   COMMITMENTS AND CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
                                         13
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  9.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in millions)
  Corporate
                                                                         Cable     Electronic     and
                                                                    Communications  Retailing  Other (1)    Total
                                                                    --------------  ---------  ---------    -----
  Nine Months Ended September 30, 1999
  Revenues, net.....................................................    $2,127.1    $1,959.2     $291.3   $4,377.6
  Operating income (loss) before depreciation and amortization (2)         980.7       377.1      (11.5)   1,346.3
  Depreciation and amortization.....................................       722.6        86.7       49.6      858.9
  Operating income (loss)...........................................       258.1       290.4      (61.1)     487.4
  Interest expense..................................................       254.7        30.3      107.8      392.8
  Capital expenditures..............................................       474.4        48.6       22.3      545.3
  
  Three Months Ended September 30, 1999
  Revenues, net.....................................................      $773.5      $677.1      $74.5   $1,525.1
  Operating income (loss) before depreciation and amortization (2)         356.8       124.8      (17.7)     463.9
  Depreciation and amortization.....................................       267.9        29.1       15.7      312.7
  Operating income (loss)...........................................        88.9        95.7      (33.4)     151.2
  Interest expense..................................................        95.7         9.7       32.7      138.1
  Capital expenditures..............................................       184.4        23.5       11.0      218.9
  
  As of September 30, 1999
  Assets............................................................    $9,573.1    $2,276.7  $10,415.1  $22,264.9
  Long-term debt, less current portion..............................     5,060.9       501.8    1,215.3    6,778.0
  
  Nine Months Ended September 30, 1998
  Revenues, net.....................................................    $1,681.2    $1,648.5     $368.6   $3,698.3
  Operating income (loss) before depreciation and amortization (2)         802.5       291.6      (18.9)   1,075.2
  Depreciation and amortization.....................................       495.1        97.0      116.8      708.9
  Operating income (loss)...........................................       307.4       194.6     (135.7)     366.3
  Interest expense..................................................       163.0        39.4      152.5      354.9
  Capital expenditures..............................................       488.2        57.3       97.6      643.1
  
  Three Months Ended September 30, 1998
  Revenues, net.....................................................      $571.7      $573.9      $92.6   $1,238.2
  Operating income (loss) before depreciation and amortization (2)         277.2       103.8       (7.7)     373.3
  Depreciation and amortization.....................................       171.5        38.7       30.1      240.3
  Operating income (loss)...........................................       105.7        65.1      (37.8)     133.0
  Interest expense..................................................        55.1        13.0       49.6      117.7
  Capital expenditures..............................................       194.5        15.6       30.8      240.9
  ---------------
  (1)  Other includes  segments not meeting  certain  quantitative  guidelines for
       reporting.  Other includes  certain other operating  businesses,  including
       Comcast-Spectacor,  L.P., E!  Entertainment  Television,  Inc.,  Comcast UK
       Cable (prior to October 29, 1998),  the Company's DBS operations  (prior to
       April 1, 1998) and elimination  entries related to the segments  presented.
       Corporate and other assets consist  primarily of the Company's  investments
       (see Note 4).
  (2) See note (a) on page 15.
  14
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  (a)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used  as  one  of the  bases  for  comparing  businesses  in the  Company's
       industries,  although the Company's  measure of operating cash flow may not
       be comparable to similarly  titled measures of other  companies.  Operating
       cash flow is the primary basis used by the Company's  management to measure
       the operating  performance of its businesses.  Operating cash flow does not
       purport  to  represent  net  income  or  net  cash  provided  by  operating
       activities,  as those terms are defined under generally accepted accounting
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements as an indicator of the Company's performance.
  
                                         15
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
       We have  experienced  significant  growth  in  recent  years  both  through
  strategic   acquisitions  and  growth  in  our  existing  businesses.   We  have
  historically  met our cash  needs for  operations  through  our cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided  through our financing  activities and sales of
  investments,  as well as our existing  cash,  cash  equivalents  and  short-term
  investments.
  
       In July 1999, we sold Comcast Cellular Corporation  ("Comcast Cellular") to
  SBC Communications, Inc. for $361.1 million in cash and the assumption of $1.315
  billion of Comcast  Cellular  debt. We recognized a gain in the third quarter of
  $355.9 million,  net of income tax expense.  The gain has been reflected as gain
  on disposal of discontinued  operations in our condensed  consolidated statement
  of operations and accumulated deficit.
  
  General Developments of Business
  
       See Note 3 to our condensed  consolidated  financial statements included in
  Item 1.
  
  Liquidity and Capital Resources
  
       The  cable   communications  and  the  electronic  retailing  industry  are
  experiencing  increasing competition and rapid technological changes. Our future
  results of operations will be affected by our ability to react to changes in the
  competitive  environment  and by our  ability  to  implement  new  technologies.
  However,  we  believe  that  competition  and  technological  changes  will  not
  significantly affect our ability to obtain financing.
  
       We believe that we will be able to meet our current and long-term liquidity
  and capital requirements,  including fixed charges, principally through our cash
  flows from operating activities,  existing cash, cash equivalents and short-term
  investments.
  
       Cash, Cash Equivalents and Short-term Investments
  
       We  have  traditionally   maintained   significant  levels  of  cash,  cash
  equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
  requirements.  Our cash  equivalents and short-term  investments are recorded at
  fair value.  Cash, cash  equivalents and short-term  investments as of September
  30, 1999 were $6.236  billion.  As of September 30, 1999,  $409.6 million of our
  cash,  cash  equivalents  and  short-term  investments  is  restricted to use by
  subsidiaries under contractual or other arrangements.
  
       Investments
  
       See  Notes  3 and 4 to  our  condensed  consolidated  financial  statements
  included in Item 1.
  
       We do not have any significant contractual funding commitments with respect
  to any of our investments.  However, to the extent we do not fund our investees'
  capital calls, we expose  ourselves to dilution of our ownership  interests.  We
  continually  evaluate  our  existing  investments,  as  well  as new  investment
  opportunities.
  
       Financing
  
       See  Notes  5 and 6 to  our  condensed  consolidated  financial  statements
  included in Item 1.
  
       As of  September  30, 1999 and  December  31,  1998,  our  long-term  debt,
  including current portion, was $6.956 billion and $5.578 billion,  respectively,
  of which 26.9% and 18.0%, respectively, was at variable rates.
  
       We have and may  from  time to time in the  future,  depending  on  certain
  factors  including  market  conditions,  make  optional  repayments  on our debt
  obligations, which may include open market repurchases of our outstanding public
  notes and debentures.
  
       Equity Price Risk
  
       In November  1999, we issued  approximately  8.1 million 2.0%  Exchangeable
  Subordinated  Debentures  due 2029 (the "ZONES II") for gross proceeds of $657.1
  million. In October 1999, we issued approximately 16.1 million 2.0% Exchangeable
  Subordinated  Debentures  due 2029 for gross  proceeds  of  approximately  $1.15
  billion  (the  "ZONES  I", and  together  with the ZONES II,  the  "ZONES")  for
  combined  proceeds  of $1.807  billion.  At  maturity,  holders of the ZONES are
  entitled to receive in cash an amount  equal to the higher of (a) the  principal
  amount of the ZONES, or (b) the market value of Sprint PCS stock.  The ZONES are
  being  accounted for as an indexed debt  instrument  since the maturity value is
  dependent upon the fair value of Sprint PCS stock.
  
       During the nine months ended  September  30, 1999, we entered into cashless
  collar agreements (the "Equity Collars") covering $1.365 billion notional amount
  of investment securities accounted for at fair value. The
  
                                         16
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  Equity Collars limit our exposure to and benefits from price fluctuations in the
  underlying equity  securities.  The Equity Collars mature between 2001 and 2003.
  As we  account  for the Equity  Collars as a hedge,  changes in the value of the
  Equity  Collars  are  substantially  offset  by  changes  in  the  value  of the
  underlying  investment  securities  which  are  also  marked-to-market   through
  accumulated other  comprehensive  income in our condensed  consolidated  balance
  sheet.
  
       Interest Rate Risk
  
       During the nine months  ended  September  30,  1999,  we have  entered into
  interest rate exchange agreements ("Swaps") with an aggregate notional amount of
  $300.0 million and as part of our acquisition of a controlling interest in Jones
  Intercable,  Inc. ("Jones Intercable") (see Note 3 to our condensed consolidated
  financial  statements  included in Item 1), we acquired  Swaps with an aggregate
  notional  amount of $400.0 million.  Swaps with an aggregate  notional amount of
  $350.0  million  either were  terminated or expired during the nine months ended
  September  30, 1999.  As of September  30, 1999, we have Swaps with an aggregate
  notional  amount of $1.412  billion  having an average  pay rate of 6.30% and an
  average receive rate of 5.71%.
  
       Year 2000 Readiness Disclosure
  
       The Year 2000 Issue is the result of computer  programs being written using
  two  digits  rather  than four to define  the  applicable  year.  Certain of our
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations. We are in the process of evaluating and addressing the impact of the
  Year 2000 Issue on our operations to ensure that our information  technology and
  business  systems  recognize  calendar Year 2000. We are utilizing both internal
  and external resources in implementing our Year 2000 program,  which consists of
  the following phases:
  
       Assessment Phase.  Structured  evaluation,  including a detailed  inventory
  outlining the impact that the Year 2000 Issue may have on current operations.
  
       Detailed  Planning  Phase.  Establishment  of  priorities,  development  of
  specific  action  steps and  allocation  of  resources  to  address  the  issues
  identified in the Assessment Phase.
  
       Conversion Phase.  Implementation of the necessary system  modifications as
  outlined in the Detailed Planning Phase.
  
       Testing  Phase.  Verification  that the  modifications  implemented  in the
  Conversion Phase will be successful in resolving the Year 2000 Issue so that all
  inventory items will function  properly,  both individually and on an integrated
  basis.
  
       Implementation  Phase.  Final roll-out of fully tested  components  into an
  operational unit.
  
       Based on an inventory  conducted in 1997,  we identified  computer  systems
  that required  modification  or replacement  so that they will properly  utilize
  dates beyond December 31, 1999.  Many of our critical  systems were new and were
  already  Year 2000  compliant  as a result of the recent  rebuild of many of our
  cable  communications  systems.  In  addition,  we have  communicated  with  our
  significant  software suppliers and service bureaus to determine their plans for
  remediating the Year 2000 Issue in their software which we use or rely upon.
  
       As of  October  31,  1999,  we are in the  final  stages  of our Year  2000
  program. We believe that all key systems are Year 2000 compliant.  Other systems
  that required remediation are substantially complete. Further, contingency plans
  have been  created  for our key  systems and  operations.  Additionally,  in the
  majority  of  our  operations,   business  continuity   preparations  are  being
  implemented to create  post-Year  2000 response  teams to further  mitigate Year
  2000 risk.
  
       Through September 30, 1999, we have incurred approximately $13.5 million in
  connection  with our Year 2000  remediation  program.  We estimate  that we will
  incur between  approximately  $2.5 million to $8.5 million of additional expense
  through December 1999 in connection with our Year 2000 remediation  program. Our
  estimate to complete the remediation plan includes the estimated time associated
  with mitigating the Year 2000 Issue for third party software. However, there can
  be no  guarantee  that the systems of other  companies  on which we rely will be
  converted  on a timely  basis,  or that a failure to convert by another  company
  would not have a material adverse effect on us.
  
       Our  management  will continue to  periodically  report the progress of our
  Year 2000 remediation program to the Audit Committee of our Board of Directors.
  
                                         17
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
       The costs of the project and the date on which we plan to complete the Year
  2000 modifications and replacements are based on our best estimates,  which were
  derived using assumptions of future events including the continued  availability
  of resources and the  reliability of third party  modification  plans.  However,
  there can be no  guarantee  that these  estimates  will be  achieved  and actual
  results  could differ  materially  from those plans.  Specific  factors that may
  cause  such  material   differences   include,  but  are  not  limited  to,  the
  availability  and cost of personnel with  appropriate  necessary  skills and the
  ability  to  locate  and  correct  all  relevant   computer   code  and  similar
  uncertainties.
  
       We believe that with  modifications to existing software and conversions to
  new  software,  the  Year  2000  Issue  can  be  mitigated.   However,  if  such
  modifications  and  conversions  are not made,  or are not  completed  within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  our operations.
  
                               -----------------------
  
  Statement of Cash Flows
  
       Cash and cash equivalents  increased $11.2 million as of September 30, 1999
  from December 31, 1998. The increase in cash and cash equivalents  resulted from
  cash flows from operating, financing and investing activities
  which are explained below.
  
       Net cash  provided  by  operating  activities  from  continuing  operations
  amounted to $2.388  billion for the nine months ended  September  30, 1999,  due
  principally to the effects of the receipt of the $1.5 billion termination fee in
  May 1999 from MediaOne Group, Inc., our acquisition of a controlling interest in
  Jones  Intercable  in  April  1999  (see  Note 3 to our  condensed  consolidated
  financial  statements  included in Item 1),  increases in our  operating  income
  before  depreciation and amortization  (see "Results of Operations") and changes
  in working capital as a result of the timing of receipts and disbursements.
  
       Net cash used in financing  activities  from continuing  operations,  which
  includes  borrowings  and  repayments  of  debt,  as well as the  issuances  and
  repurchases  of our equity  securities,  was $216.2  million for the nine months
  ended  September 30, 1999.  During the nine months ended  September 30, 1999, we
  borrowed  $935.0 million,  consisting  primarily of $718.3 million of PHONES and
  $215.1 million under revolving lines of credit held by our subsidiaries.  During
  the nine months  ended  September  30,  1999,  we repaid  $1.109  billion of our
  long-term debt, including $718.3 million of PHONES. In addition, during the nine
  months ended  September 30, 1999, we had net repurchases of $15.4 million of our
  common stock and we paid cash  dividends of $9.4 million on our common stock and
  Series A  Preferred  Stock.  Deferred  financing  costs of  $14.6  million  were
  incurred during the nine months ended September 30, 1999 primarily in connection
  with the issuance of the PHONES.
  
       Net cash used in investing activities from continuing operations was $2.160
  billion for the nine months ended September 30, 1999. Net cash used in investing
  activities  includes  acquisitions,  net of cash  acquired,  of $755.2  million,
  consisting  primarily  of our  acquisition  of a  controlling  interest in Jones
  Intercable,  investments of $272.2 million, a $733.5 million loan in the form of
  a 6% ten year  convertible note we issued to Prime  Communications  LLC, capital
  expenditures of $545.3 million,  additions to deferred charges of $155.8 million
  and net  purchases  of  short-term  investments  of  $206.2  million,  offset by
  proceeds from sales of and distributions  from investments of $146.7 million and
  the $361.1 million of proceeds from the sale of Comcast Cellular.
  
                                         18
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  Results of Operations
  
       Our summarized  consolidated  financial  information for the nine and three
  months  ended  September  30, 1999 and 1998 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  Nine Months Ended
                                                                      September 30,       Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  Revenues.....................................................    $4,377.6    $3,698.3      $679.3        18.4%
  Cost of goods sold from electronic retailing.................     1,181.1       997.6       183.5        18.4
  Operating, selling, general and administrative expenses           1,850.2     1,625.5       224.7        13.8
                                                                  ---------   ---------
  Operating income before depreciation and amortization (1) ...     1,346.3     1,075.2       271.1        25.2
  Depreciation.................................................       402.7       344.8        57.9        16.8
  Amortization.................................................       456.2       364.1        92.1        25.3
                                                                  ---------   ---------
  Operating income.............................................       487.4       366.3       121.1        33.1
                                                                  ---------   ---------
  Interest expense.............................................       392.8       354.9        37.9        10.7
  Investment income............................................      (229.1)   (1,021.0)     (791.9)      (77.6)
  Equity in net (income) losses of affiliates..................        (0.9)      345.4      (346.3)         NM
  Gain from equity offering of affiliate.......................                  (157.8)     (157.8)         NM
  Other income.................................................    (1,433.6)       (8.1)    1,425.5          NM
  Income tax expense...........................................       827.9       322.6       505.3          NM
  Minority interest income.....................................       (18.2)      (44.4)      (26.2)      (59.0)
                                                                  ---------   ---------
  Income from continuing operations before
     extraordinary items.......................................      $948.5      $574.7      $373.8        65.0%
                                                                  =========   =========
  
                                                                   Three Months Ended
                                                                      September 30,       Increase / (Decrease)
                                                                    1999        1998          $           %
                                                                  ---------   ---------   ---------   ---------
  Revenues.....................................................    $1,525.1    $1,238.2      $286.9        23.2%
  Cost of goods sold from electronic retailing.................       411.8       345.2        66.6        19.3
  Operating, selling, general and administrative expenses             649.4       519.7       129.7        25.0
                                                                  ---------   ---------
  Operating income before depreciation and amortization (1) ...       463.9       373.3        90.6        24.3
  Depreciation.................................................       148.6       117.1        31.5        26.9
  Amortization.................................................       164.1       123.2        40.9        33.2
                                                                  ---------   ---------
  Operating income.............................................       151.2       133.0        18.2        13.7
                                                                  ---------   ---------
  Interest expense.............................................       138.1       117.7        20.4        17.3
  Investment income............................................      (101.1)   (1,022.9)     (921.8)      (90.1)
  Equity in net (income) losses of affiliates..................        (2.5)      108.6      (111.1)         NM
  Gain from equity offering of affiliate.......................                   (98.1)      (98.1)         NM
  Other income.................................................        (2.7)       (3.9)       (1.2)      (30.8)
  Income tax expense...........................................       104.2       313.2      (209.0)      (66.7)
  Minority interest income.....................................        (5.4)       (5.2)        0.2         3.8
                                                                  ---------   ---------
  Income from continuing operations before
     extraordinary items.......................................       $20.6      $723.6     ($703.0)      (97.2%)
                                                                  =========   =========
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in our  businesses as "operating  cash flow."  Operating  cash flow is a
       measure of a company's ability to generate cash to service its obligations,
       including  debt  service  obligations,  and to  finance  capital  and other
       expenditures. In part due to the capital intensive nature of our businesses
       and the resulting  significant level of non-cash  depreciation  expense and
       amortization expense,  operating cash flow is frequently used as one of the
       bases for comparing  businesses in our industries,  although our measure of
       operating cash flow may not be comparable to similarly  titled  measures of
       other  companies.  Operating  cash flow is the  primary  basis  used by our
       management to measure the operating performance
  
                                         19
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
       of our  businesses.  Operating  cash flow does not purport to represent net
       income or net cash  provided by  operating  activities,  as those terms are
       defined under generally accepted accounting  principles,  and should not be
       considered as an  alternative to such  measurements  as an indicator of our
       performance.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  Operating Results by Business Segment
  
       The following  represent the operating results of our significant  business
  segments,  "Cable  Communications"  and  "Electronic  Retailing."  The remaining
  components  of  our  operations  are  not   independently   significant  to  our
  consolidated  financial  position  or results of  operations  (see Note 9 to our
  condensed consolidated financial statements included in Item 1).
  
       Cable Communications
  
       The  following   table   presents  the  operating   results  of  our  cable
  communications segment (dollars in millions):
  Nine Months Ended
                                                                       September 30,              Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Service income...............................................     $2,127.1    $1,681.2       $445.9        26.5%
  Operating, selling, general and
       administrative expenses.................................      1,146.4       878.7        267.7        30.5
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $980.7      $802.5       $178.2        22.2%
                                                                   =========   =========    =========    ========
  
                                                                    Three Months Ended
                                                                       September 30,              Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Service income...............................................       $773.5      $571.7       $201.8        35.3%
  Operating, selling, general and
       administrative expenses.................................        416.7       294.5        122.2        41.5
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $356.8      $277.2        $79.6        28.7%
                                                                   =========   =========    =========    ========
  ---------------
  (a) See footnote (1) on page 19.
  Of the respective  $445.9  million and $201.8 million  increases in service
  income for the nine and three month  periods from 1998 to 1999,  $295.3  million
  and $149.0 million are  attributable to the effects of the acquisitions of cable
  communications  systems,  $18.1  million and $5.6  million are  attributable  to
  subscriber  growth,  $68.6 million and $21.5 million relate to changes in rates,
  $16.2 million and $5.6 million are  attributable to growth in cable  advertising
  sales and $47.7  million and $20.1  million  relate to other  product  offerings
  (e.g., digital cable, high speed data services, etc.).
  
       Of the respective $267.7 million and $122.2 million increases in operating,
  selling,  general  and  administrative  expenses  for the nine and  three  month
  periods from 1998 to 1999,  $192.6 million and $90.0 million are attributable to
  the effects of the acquisitions of cable communications  systems,  $31.3 million
  and  $11.0  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 $1.4 million are attributable to growth in
  advertising  sales and $40.2 million and $19.8 million  result from increases in
  the cost of labor,  other volume related  expenses and costs associated with new
  product  offerings.  We  anticipate  that  the cost of  cable  programming  will
  increase  in the  future as cable  programming  rates  increase  and  additional
  sources of cable programming become available.
  
                                         20
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  Electronic Retailing
  
       The following  presents the operating  results of our electronic  retailing
  segment, consisting of the operations of QVC, Inc. and its subsidiaries ("QVC"),
  a majority owned and controlled subsidiary (dollars in millions):
  Nine Months Ended
                                                                       September 30,              Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Net sales from electronic retailing..........................     $1,959.2    $1,648.5       $310.7        18.8%
  Cost of goods sold from electronic retailing.................      1,181.1       997.6        183.5        18.4
  Operating, selling, general and administrative
       expenses................................................        401.0       359.3         41.7        11.6
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $377.1      $291.6        $85.5        29.3%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         39.7%       39.5%
                                                                   =========   =========
  
                                                                    Three Months Ended
                                                                       September 30,              Increase
                                                                     1999        1998           $           %
                                                                   ---------   ---------    ---------    --------
  Net sales from electronic retailing..........................       $677.1      $573.9       $103.2        18.0%
  Cost of goods sold from electronic retailing.................        411.8       345.2         66.6        19.3
  Operating, selling, general and administrative
       expenses................................................        140.5       124.9         15.6        12.5
                                                                   ---------   ---------    ---------    --------
  Operating income before depreciation
       and amortization (a)....................................       $124.8      $103.8        $21.0        20.2%
                                                                   =========   =========    =========    ========
  Gross margin.................................................         39.2%       39.9%
                                                                   =========   =========
  ---------------
  (a) See footnote (1) on page 19.
  The increase in net sales from  electronic  retailing of $310.7 million for
  the nine month period from 1998 to 1999 is due to the effects of 4.2%, 11.4% and
  37.0%  increases in the average  number of homes  receiving  QVC services in the
  United States ("US"), United Kingdom ("UK") and Germany, respectively, and 9.0%,
  9.9% and  92.2%  increases  in net  sales  per home in the US,  UK and  Germany,
  respectively.  The  increase in net sales from  electronic  retailing  of $103.2
  million  for the three  month  period from 1998 to 1999 is due to the effects of
  4.8%,  11.6% and 31.4%  increases in the average  number of homes  receiving QVC
  services  in the US, UK and  Germany,  respectively,  and  7.9%,  6.0% and 81.5%
  increases in net sales per home in the US, UK and Germany, respectively.
  
       The  increase in cost of goods sold is  primarily  related to the growth in
  net sales. The changes in gross margin are a result of a shift in sales mix.
  
       Of the respective  $41.7 million and $15.6 million  increases in operating,
  selling,  general  and  administrative  expenses  for the nine and  three  month
  periods from 1998 to 1999,  $27.0 million and $9.2 million are  attributable  to
  higher  variable  costs  associated  with  the  increase  in sales  volume.  The
  remaining  increases are  attributable to higher  personnel costs to support the
  increased sales volume in the US, UK and Germany.
  
                               -----------------------
  
       Consolidated Analysis
  
       The  effects of our recent  acquisitions,  as well as  increased  levels of
  capital  expenditures,  were to increase our revenues and expenses  resulting in
  increases in our operating  income before  depreciation  and  amortization.  The
  increases in depreciation expense, amortization expense and interest expense for
  the nine and three month
  
                                         21
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  periods from 1998 to 1999 are primarily due to the effects of our acquisition of
  a controlling  interest in Jones Intercable on April 7, 1999,  offset in part by
  the  effects of the sale of  Comcast  UK Cable  Partners  Limited  ("Comcast  UK
  Cable"),  a consolidated  subsidiary of ours, in October 1998. In addition,  our
  equity in net losses of affiliates has decreased  principally as a result of the
  restructuring of Sprint PCS in November 1998.
  
       Interest Expense
  
       The $37.9 million and $20.4 million  increases in interest  expense for the
  nine and three month  periods from 1998 to 1999 are primarily due to the effects
  of our  acquisition  of a  controlling  interest  in  Jones  Intercable  and the
  issuance of the 6.20% nonrecourse notes issued by Comcast Cable  Communications,
  Inc.  ("Comcast  Cable"),  a wholly owned  subsidiary of ours, in November 1998,
  offset in part by the effects of the sale of Comcast UK Cable in October 1998.
  
       We anticipate that, for the foreseeable future,  interest expense will be a
  significant cost to us and will have a significant adverse effect on our ability
  to realize  net  earnings.  We believe we will  continue  to be able to meet our
  obligations  through  our  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
       Investment Income
  
       During the three months ended September 30, 1999, we sold approximately 0.9
  million  shares of NTL common  stock for total  proceeds  of $89.8  million  and
  recognized a pre-tax gain of $50.1  million.  In October and November  1999,  we
  sold all of our  remaining  4.9 million  shares (as adjusted  for NTL's  5-for-4
  stock split in October  1999) of NTL common  stock for total  proceeds of $408.5
  million.  As a result of these  transactions,  we expect to  recognize a pre-tax
  gain of approximately $234.1 million in the fourth quarter.
  
       In March 1999,  AT&T Corp ("AT&T")  merged with  Tele-Communications,  Inc.
  ("TCI") with AT&T as the surviving  corporation  (the "AT&T/TCI  Merger").  Upon
  closing of the AT&T/TCI Merger, we received approximately 3.6 million shares (as
  adjusted for AT&T's  3-for-2  stock split in April 1999) of AT&T common stock in
  exchange for the  approximately  3.1 million  shares of TCI Class A Common Stock
  held by us and we received  approximately  3.6 million  shares of Liberty  Media
  Group ("New Liberty") Class A Tracking Shares for the  approximately 2.3 million
  shares  of TCI  Ventures  Group,  Inc.  ("TCI  Ventures")  common  stock and the
  approximately  2.4 million shares of Liberty Media Group ("Old Liberty") Class A
  Common Stock held by us. As a result of the  exchange,  we  recognized a pre-tax
  gain of  $187.6  million  during  the nine  months  ended  September  30,  1999,
  representing  the  difference  between the fair value of the AT&T stock received
  and our basis in TCI and TCI Ventures.
  
       In March 1998,  we sold call options  relating to our  unrestricted  equity
  investments in TCI, TCI Ventures and Old Liberty common stock for $20.7 million.
  Such call options expire  between March and November  1999.  During the nine and
  three months ended September 30, 1999 and 1998, we recorded investment (expense)
  income of ($93.0)  million,  ($32.1)  million,  $7.8  million and $8.1  million,
  respectively, related to changes in the value of the call options and settlement
  of the TCI and TCI Ventures call options.
  
       In July 1998, AT&T completed its merger with Teleport Communications Group,
  Inc.  ("Teleport").  Upon closing of the merger, we received 24.2 million shares
  of AT&T common stock in exchange (the "Exchange") for the 25.6 million shares of
  Teleport  Class B Common  Stock  held by us.  As a result  of the  Exchange,  we
  recognized  a pre-tax  gain of $1.092  billion  during the nine and three months
  ended September 30, 1998,  representing the difference between the fair value of
  the AT&T stock  received  and our basis in  Teleport.  Such gain is  included in
  investment  income in our condensed  consolidated  statement of  operations  and
  accumulated deficit.
  
       During the nine months ended September 30, 1999, we recorded pre-tax losses
  of $35.5 million on certain of our investments  based on a decline in value that
  was  considered  other than  temporary.  During the nine and three  months ended
  September  30, 1998, we recorded  pre-tax  losses of $91.2 million on certain of
  our  investments  based on a decline  in value  that was  considered  other than
  temporary.
  
       Gain From Equity Offering of Affiliate
  
       In April 1998 and  November  1997,  Teleport  issued  shares of its Class A
  Common Stock. As a result of the stock issuances, we recognized a $157.8 million
  and $98.1 million increase in our  proportionate  share of Teleport's net assets
  as a gain from equity  offering of affiliate for the nine and three months ended
  September 30, 1998, respectively. We recorded our
  
                                         22
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  proportionate share of Teleport's net losses one quarter in arrears.
  
       Other Income
  
       The $1.426 billion  increase in other income for the nine month period from
  1998 to 1999 is  primarily  attributable  to the  receipt  of the  $1.5  billion
  MediaOne termination fee, net of transaction costs, in May 1999.
  
       Income Tax Expense
  
       The $505.3  million  increase  and $209.0  million  decrease  in income tax
  expense for the nine and three month  periods  from 1998 to 1999,  respectively,
  are  primarily  the result of the effects of changes in our income  before taxes
  and minority  interest,  and  non-deductible  foreign losses and  non-deductible
  equity in net losses of affiliates.
  
       Minority Interest Income
  
       The $26.2 million decrease and $0.2 million  increase in minority  interest
  income for the nine and three month  periods from 1998 to 1999 are  attributable
  to the effects of our acquisition of a controlling  interest in Jones Intercable
  in April  1999,  the sale of Comcast UK Cable in October  1998 and to changes in
  the  net  income  or  loss  of our  other  less  than  100%  owned  consolidated
  subsidiaries.
  
       For the nine and three  months  ended  September  30,  1999 and  1998,  our
  earnings from  continuing  operations  (income from  continuing  operations plus
  income tax expense, equity in net losses of affiliates,  fixed charges (interest
  expense) and extraordinary  items) were $2.168 billion,  $1.598 billion,  $260.4
  million and $1.263 billion,  respectively.  Such earnings were adequate to cover
  our fixed charges of $392.8 million,  $354.9 million,  $138.1 million and $117.7
  million  for the nine and  three  months  ended  September  30,  1999 and  1998,
  respectively.  Fixed charges include non-cash  interest expense of $2.3 million,
  $37.3  million,  $0.5  million and $11.3  million for the nine and three  months
  ended September 30, 1999 and 1998, respectively.
  
       We  believe  that  any  losses  incurred  in  the  future  by us  will  not
  significantly  affect the performance of our normal business  activities because
  of our existing cash, cash equivalents and short-term  investments,  our ability
  to generate  operating  income  before  depreciation  and  amortization  and our
  ability to obtain external financing.
  
       We believe that our operations are not materially affected by inflation.
  
                                         23
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       We are subject to legal  proceedings and claims which arise in the ordinary
       course of our  business.  In the opinion of our  management,  the amount of
       ultimate liability with respect to these actions will not materially affect
       our financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K:
  
            (i)  We filed a Current  Report  on Form 8-K under  Item 5 on July 22,
                 1999 relating to our announcement  that we had completed the sale
                 of  our  indirect  wholly  owned  subsidiary,   Comcast  Cellular
                 Corporation to SBC Communications, Inc.
  
            (ii) We filed a Current  Report on Form 8-K under Item 5 on August 11,
                 1999  relating  to our  announcement  that we plan to commence an
                 offer to exchange 1.4 shares of our Class A Special  Common Stock
                 for each share of Class A Common  Stock or Common  Stock of Jones
                 Intercable,  Inc. for up to 79% of the combined  number of shares
                 of Jones  Intercable,  Inc. Class A Common Stock and Common Stock
                 outstanding.
  
                                         24
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                          COMCAST CORPORATION
                                          -------------------------------------
  
                                          /S/ LAWRENCE S. SMITH
                                          -------------------------------------
                                          Lawrence S. Smith
                                          Executive Vice President
                                          (Principal Accounting Officer)
  
  Date: November 15, 1999
  
                                         25