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, 1996
                                         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,  1996,  there were  190,525,452  shares of Class A Special
  Common Stock,  34,002,024 shares of Class A Common Stock and 8,786,250 shares of
  Class B Common Stock outstanding.
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                  TABLE OF CONTENTS
  
  
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of September 30, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Nine and Three Months Ended September 30,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 13
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations.........................................14 - 24
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................25
  
            Item 6.   Exhibits and Reports on Form 8-K........................25
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  commitments and the effects of  competition.  Such  forward-looking  information
  involves  important  risks and  uncertainties  that could  significantly  affect
  expected  results in the  future  from those  expressed  in any  forward-looking
  statements made by, or on behalf of, the Company.  These risks and uncertainties
  include, but are not limited to, uncertainties  relating to economic conditions,
  acquisitions and divestitures,  government and regulatory policies,  the pricing
  and   availability  of  equipment,   materials,   inventories  and  programming,
  technological  developments and changes in the competitive  environment in which
  the Company operates.
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                September 30,               December 31,
                                                                                    1996                        1995
  <S>                                                                           <C>                          <C>       
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents..............................................      $426,226                     $539,061
     Short-term investments, at cost which approximates fair value..........       100,436                      370,982
     Accounts receivable, less allowance for doubtful accounts
       of $82,899 and $81,273...............................................       350,675                      390,698
     Inventories, net.......................................................       256,251                      243,447
     Prepaid charges and other..............................................        57,990                       49,671
     Deferred income taxes..................................................        65,758                       59,799
                                                                                ----------                   ----------
         Total current assets...............................................     1,257,336                    1,653,658
                                                                                ----------                   ----------
  INVESTMENTS, principally in affiliates....................................     1,278,733                      906,383
                                                                                ----------                   ----------
  
  PROPERTY AND EQUIPMENT....................................................     3,143,170                    2,575,633
     Accumulated depreciation...............................................    (1,091,608)                    (932,031)
                                                                                ----------                   ----------
     Property and equipment, net............................................     2,051,562                    1,643,602
                                                                                ----------                   ----------
  
  DEFERRED CHARGES..........................................................     6,683,493                    6,552,437
     Accumulated amortization...............................................    (1,441,816)                  (1,175,772)
                                                                                ----------                   ----------
     Deferred charges, net..................................................     5,241,677                    5,376,665
                                                                                ----------                   ----------
                                                                                $9,829,308                   $9,580,308
                                                                                ==========                   ==========
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses..................................      $891,057                     $963,991
     Accrued interest.......................................................        99,357                       72,675
     Current portion of long-term debt......................................       150,550                       85,403
                                                                                ----------                   ----------
         Total current liabilities..........................................     1,140,964                    1,122,069
                                                                                ----------                   ----------
  
  LONG-TERM DEBT, less current portion......................................     7,233,745                    6,943,766
                                                                                ----------                   ----------
  
  DEFERRED INCOME TAXES.....................................................     1,501,820                    1,517,995
                                                                                ----------                   ----------
  
  MINORITY INTEREST AND OTHER...............................................       821,867                      772,004
                                                                                ----------                   ----------
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS.................................................        69,625                       52,125
                                                                                ----------                   ----------
  STOCKHOLDERS' DEFICIENCY
     Preferred stock, no par value - authorized, 20,000,000 shares; issued
       5% series A convertible, 6,370 at redemption value...................        31,850
     Class A special common stock, $1 par value - authorized, 500,000,000
       shares;  issued, 190,525,452 and 192,844,814.........................       190,525                      192,845
     Class A common stock, $1 par value - authorized, 200,000,000
       shares;  issued, 34,002,024 and 37,706,517...........................        34,002                       37,707
     Class B common stock, $1 par value - authorized, 50,000,000
       shares;  issued, 8,786,250...........................................         8,786                        8,786
     Additional capital.....................................................       869,911                      843,113
     Accumulated deficit....................................................    (2,089,358)                  (1,914,292)
     Unrealized gains on marketable securities..............................        32,716                       22,210
     Cumulative translation adjustments.....................................       (17,145)                     (18,020)
                                                                                ----------                   ----------
         Total stockholders' deficiency.....................................      (938,713)                    (827,651)
                                                                                ----------                   ----------
                                                                                $9,829,308                   $9,580,308
                                                                                ==========                   ==========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                         2
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                        (Amounts in thousands, except per share data)
                                                                         Nine Months Ended        Three Months Ended
                                                                          September 30,             September 30,
                                                                        1996         1995         1996         1995
  <S>                                                               <C>          <C>           <C>          <C>         
  REVENUES
     Service income.............................................     $1,584,000   $1,381,510      $543,540     $478,758
     Net sales from electronic retailing........................      1,286,869      975,917       431,023      391,491
                                                                    -----------  -----------   -----------  ----------- 
                                                                      2,870,869    2,357,427       974,563      870,249
                                                                    -----------  -----------   -----------  ----------- 
  
  COSTS AND EXPENSES
     Operating..................................................        679,563      576,543       226,090      209,186
     Cost of goods sold from electronic retailing...............        774,718      584,615       262,338      234,369
     Selling, general and administrative........................        554,581      451,695       190,325      162,550
     Depreciation...............................................        223,718      278,610        78,325       59,244
     Amortization...............................................        267,272      256,065        88,393       88,388
                                                                    -----------  -----------   -----------  ----------- 
                                                                      2,499,852    2,147,528       845,471      753,737
                                                                    -----------  -----------   -----------  ----------- 
  
  OPERATING INCOME..............................................        371,017      209,899       129,092      116,512
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense...........................................        403,735      388,367       135,742      137,816
     Investment income..........................................        (63,706)    (202,307)      (16,215)     (44,727)
     Equity in net losses of affiliates.........................         89,198       63,534        28,877       25,628
     Gain from equity offering of affiliate.....................        (40,638)
     Other......................................................         22,673       (5,523)         (293)      (5,891)
                                                                    -----------  -----------   -----------  ----------- 
                                                                        411,262      244,071       148,111      112,826
                                                                    -----------  -----------   -----------  ----------- 
  
  (LOSS) INCOME BEFORE INCOME TAX EXPENSE, MINORITY
     INTEREST AND EXTRAORDINARY ITEMS...........................        (40,245)     (34,172)      (19,019)       3,686
  
  INCOME TAX EXPENSE............................................         33,894       32,470         9,282       18,435
                                                                    -----------  -----------   -----------  ----------- 
  
  LOSS BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................        (74,139)     (66,642)      (28,301)     (14,749)
  
  MINORITY INTEREST.............................................        (47,423)     (34,767)      (18,329)     (12,796)
                                                                    -----------  -----------   -----------  ----------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................        (26,716)     (31,875)       (9,972)      (1,953)
  
  EXTRAORDINARY ITEMS...........................................         (1,013)      (5,407)                    (5,407)
                                                                    -----------  -----------   -----------  ----------- 
  
  NET LOSS......................................................        (27,729)     (37,282)       (9,972)      (7,360)
  
  ACCUMULATED DEFICIT
     Beginning of period .......................................     (1,914,292)  (1,827,647)   (2,030,633)  (1,868,738)
     Dividends declared - $.070, $.070, $.023 and 
       $.023 per common share ..................................        (18,918)     (16,758)       (7,864)      (5,589)
     Retirement of common stock.................................       (128,419)                   (40,889)
                                                                    -----------  -----------   -----------  ----------- 
     End of period..............................................    ($2,089,358) ($1,881,687)  ($2,089,358) ($1,881,687)
                                                                    ===========  ===========   ===========  =========== 
  
  LOSS PER SHARE
     Loss before extraordinary items............................          ($.11)       ($.13)        ($.04)       ($.01)
     Extraordinary items........................................                        (.02)                      (.02)
                                                                    -----------  -----------   -----------  ----------- 
          Net loss..............................................          ($.11)       ($.15)        ($.04)       ($.03)
                                                                    ===========  ===========   ===========  =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING DURING THE PERIOD...............................        236,189      239,634       233,318      239,819
                                                                    ===========  ===========   ===========  =========== 
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                         (Dollars in thousands)
                                                                                      Nine Months Ended September 30,
                                                                                    1996                        1995
  <S>                                                                             <C>                          <C>      
  OPERATING ACTIVITIES
     Net loss...............................................................      ($27,729)                    ($37,282)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation.........................................................       223,718                      278,610
       Amortization.........................................................       267,272                      256,065
       Non-cash interest expense, net.......................................        48,087                       41,403
       Equity in net losses of affiliates...................................        89,198                       63,534
       Gains on long-term investments, net..................................       (22,077)                    (162,682)
       Gain from equity offering of affiliate...............................       (40,638)
       Minority interest....................................................       (47,423)                     (34,767)
       Extraordinary items..................................................         1,013                        5,407
       Deferred income taxes and other......................................         4,474                      (14,356)
                                                                               -----------                   ---------- 
                                                                                   495,895                      395,932
  
       Decrease (increase) in accounts receivable, net......................        45,265                       (8,282)
       Increase in inventories, net.........................................       (11,834)                     (37,978)
       Increase in prepaid charges and other................................        (2,705)                     (16,261)
       (Decrease) increase in accounts payable and accrued expenses.........       (25,961)                      25,666
       Increase in accrued interest.........................................        26,666                       12,609
                                                                               -----------                   ---------- 
           Net cash provided by operating activities........................       527,326                      371,686
                                                                               -----------                   ---------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings...............................................       660,404                    3,111,856
     Retirement and repayment of debt.......................................      (486,755)                  (1,160,867)
     (Repurchases) issuances of common stock, net...........................      (169,662)                       2,726
     Equity contribution to a subsidiary....................................                                      6,556
     Dividends..............................................................       (18,918)                     (16,758)
     Other..................................................................        (4,294)                     (22,146)
                                                                               -----------                   ---------- 
           Net cash (used in) provided by financing activities..............       (19,225)                   1,921,367
                                                                               -----------                   ---------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired.....................................       (57,995)                  (1,371,074)
     Proceeds from sales (purchases) of short-term investments, net.........       270,546                      (81,809)
     Investments, principally in affiliates.................................      (447,622)                    (457,984)
     Proceeds from sales of long-term investments...........................       111,263                      400,749
     Additions to property and equipment....................................      (450,205)                    (476,571)
     Other..................................................................       (46,923)                     (25,194)
                                                                               -----------                   ---------- 
           Net cash used in investing activities............................      (620,936)                  (2,011,883)
                                                                               -----------                   ---------- 
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS..........................      (112,835)                     281,170
  
  CASH AND CASH EQUIVALENTS, beginning of period............................       539,061                      335,320
                                                                               -----------                   ---------- 
  
  CASH AND CASH EQUIVALENTS, end of period..................................      $426,226                     $616,490
                                                                               ===========                   ==========
  </TABLE>
  
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  September  30,  1996,  the  condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       and  three  months  ended  September  30,  1996 and 1995 and the  condensed
       consolidated  statement of cash flows for the nine months  ended  September
       30, 1996 and 1995 have been prepared by Comcast Corporation (the "Company")
       and have not been audited by the  Company's  independent  auditors.  In the
       opinion of management, all adjustments (which include only normal recurring
       adjustments) necessary to present fairly the financial position, results of
       operations  and cash flows as of  September  30,  1996 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, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1996 are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during  the  period.  For the  nine  and  three  months  ended
       September 30, 1996 and 1995, the Company's common stock equivalents have an
       antidilutive  effect on net loss per share  and,  therefore,  have not been
       used in  determining  the total  weighted  average  number of common shares
       outstanding.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       Regional Sports Venture
       In July 1996, the Company  completed its  acquisition  (the "Sports Venture
       Acquisition")  of an  interest  of  approximately  66% in the  Philadelphia
       Flyers Limited Partnership,  a Pennsylvania  limited partnership  ("PFLP"),
       the assets of which, after giving effect to the Sports Venture Acquisition,
       consist of (i) the National Basketball Association ("NBA") franchise to own
       and operate the Philadelphia  76ers basketball team and related assets (the
       "Sixers"),  (ii) the National  Hockey League  ("NHL")  franchise to own and
       operate the Philadelphia  Flyers hockey team and related assets,  and (iii)
       two adjacent arenas,  leasehold interests in and development rights related
       to the land  underlying  the  arenas  and other  adjacent  parcels  of land
       located  in  Philadelphia,   Pennsylvania  (collectively,   the  "Arenas").
       Concurrent with the completion of the Sports Venture Acquisition,  PFLP was
       renamed Comcast Spectacor, L.P. ("Comcast-Spectacor").
  
  
                                          5
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The Sports Venture  Acquisition  was completed in two steps. In April 1996,
       the Company  purchased  the Sixers for $125.0  million in cash plus assumed
       net  liabilities  of  approximately  $11.0  million  through a  partnership
       controlled by the Company. To complete the Sports Venture  Acquisition,  in
       July 1996, the Company  contributed  its interest in the Sixers,  exchanged
       approximately  3.5 million  shares of the Company's  Class A Special Common
       Stock  (the  "Class A  Special  Common  Stock")  and  6,370  shares  of the
       Company's  newly  issued  5%  Series A  Convertible  Preferred  Stock  (the
       "Preferred  Stock"  - see Note 6) and paid  $15.0  million  in cash for its
       current   interest  in   Comcast-Spectacor.   The  remaining   interest  of
       approximately 34% in Comcast-Spectacor  is owned by a group,  including the
       former  majority  owner of PFLP,  who also  manages  Comcast-Spectacor.  In
       connection with the Sports Venture Acquisition,  Comcast-Spectacor  assumed
       the  outstanding  liabilities  relating  to  the  Sixers  and  the  Arenas,
       including  a mortgage  obligation  of  approximately  $155.0  million.  The
       Company  accounts  for its interest in  Comcast-Spectacor  under the equity
       method.
  
       Sprint Spectrum
       Effective  as of  January  1996,  the  Company,  Tele-Communications,  Inc.
       ("TCI"),   Cox   Communications,   Inc.  ("Cox")  and  Sprint   Corporation
       (collectively,  the  "Parents"),  and certain  subsidiaries of the Parents,
       entered into a series of agreements relating to their previously  announced
       joint venture (March 1995) to engage in the communications  business. Under
       an Amended and Restated Agreement of Limited  Partnership of MajorCo,  L.P.
       (known as "Sprint Spectrum"), the business of Sprint Spectrum is to provide
       wireless  telecommunications  services and will not include the  previously
       authorized business of providing local wireline  communications services to
       residences and businesses.  A partnership owned entirely by subsidiaries of
       the  Company  owns 15% of Sprint  Spectrum.  The Company  accounts  for its
       investment in Sprint Spectrum under the equity method (see Note 4).
  
       Scripps  Cable 
       In October 1995,  the Company  announced its agreement to acquire the cable
       television  operations ("Scripps Cable") of The E.W. Scripps Company ("E.W.
       Scripps") in exchange for shares of the  Company's  Class A Special  Common
       Stock worth $1.575  billion,  subject to certain closing  adjustments  (the
       "Scripps Transaction"). For purposes of determining the number of shares of
       Class A Special  Common Stock to be  delivered in the Scripps  Transaction,
       such stock will be valued on the basis of the average  closing price of the
       Class A Special  Common Stock on The Nasdaq Stock Market  ("Nasdaq") for 15
       trading days randomly selected from the 40 trading day period ending on the
       second  trading day prior to the closing date (the "Comcast  Share Price");
       provided  that the Comcast  Share Price will be no greater than $23.09 and,
       except as provided below, no less than $17.06 (the "Minimum Price").
  
       The closing price of the Class A Special Common Stock on Nasdaq on November
       4, 1996 was $15.188 per share, which is below the Minimum Price. Since July
       10, 1996,  when the closing  price of the Class A Special  Common Stock was
       $16.75, the Class A Special Common Stock has traded at closing prices below
       the Minimum  Price.  If the Comcast Share Price is below the Minimum Price,
       E.W.  Scripps  has the right,  but not the  obligation,  to  terminate  the
       agreement,  subject to the right of the Company to  increase  the number of
       shares of Class A  Special  Common  Stock to be  delivered  in the  Scripps
       Transaction  (i) to that number of shares that would have been delivered if
       the Comcast  Share  Price were not subject to the Minimum  Price or (ii) by
       such lower  number as E.W.  Scripps and the Company may agree.  The Company
       has informed E.W.  Scripps that if the Comcast Share Price is less than the
       Minimum  Price and if E.W.  Scripps  exercises  its rights to terminate the
       agreement,  the Company does not intend to elect to deliver any  additional
       shares of Class A Special Common Stock. The E.W. Scripps Board of Directors
       (the  "Scripps  Board") has  indicated  that it will not  proceed  with the
       Scripps  Transaction  if the Comcast Share Price is below the Minimum Price
       and the number of shares of Class A Special Common Stock to be delivered by
       the Company is less than the number that would have been  delivered  if the
       Minimum  Price were equal to the Comcast Share Price,  unless,  among other
       things, the Scripps Board receives an opinion from its financial advisor as
       to  the  fairness  from  a  financial  point  of  view  to  E.W.   Scripps'
       stockholders of the consideration to be paid under such circumstances.
  
  
                                          6
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Scripps  Cable  passes  more than 1.2  million  homes and serves  more than
       800,000   subscribers,   with  over  60%  of  its  subscribers  located  in
       Sacramento, California and Chattanooga and Knoxville, Tennessee. Subject to
       the foregoing  and certain other  conditions,  the Scripps  Transaction  is
       scheduled to close in November 1996.
  
       Share  Repurchase  Program  
       Concurrent  with the  announcement  of the Scripps  Transaction  in October
       1995, the Company announced that its Board of Directors authorized a market
       repurchase program (the "Repurchase Program") pursuant to which the Company
       may purchase,  at such times and on such terms as it deems appropriate,  up
       to $500.0  million  of its  outstanding  common  stock,  subject to certain
       restrictions and market conditions. Pursuant to the Repurchase Program, the
       Company  has   repurchased   shares  of  its  common  stock  for  aggregate
       consideration  of $185.8  million  through  September  30, 1996,  including
       $173.4  million and $56.8  million  during the nine and three  months ended
       September 30, 1996, respectively.
  
       As part of the Repurchase Program,  the Company has sold put options on 4.0
       million  shares of its Class A Special  Common Stock through  September 30,
       1996,  including  put options on 1.0 million of such shares sold during the
       nine months ended  September 30, 1996.  The put options give the holder the
       right to require the Company to repurchase such shares at specified  prices
       on specific  dates in January  through  March 1997.  The amount the Company
       would be obligated to pay to repurchase  such shares if all outstanding put
       options were exercised is $69.6 million.  This amount has been reclassified
       to a  temporary  equity  account in the  Company's  condensed  consolidated
       balance sheet as of September 30, 1996.
  
       Cellular Rebuild
       In 1995, the Company's  cellular division  purchased  approximately  $172.0
       million of switching and cell site  equipment  which  replaced the existing
       switching and cell site  equipment (the  "Cellular  Rebuild").  The Company
       substantially  completed the Cellular Rebuild during 1995. During the first
       quarter  of 1995,  the  Company  charged  approximately  $110.0  million to
       depreciation  expense which represented the difference between the net book
       value of the equipment  replaced and the residual  value  realized upon its
       disposal.
  
       QVC
       In February 1995, the Company and TCI acquired all of the outstanding stock
       of QVC,  Inc. and its  subsidiaries  ("QVC") not  previously  owned by them
       (approximately  65% of such  shares on a fully  diluted  basis) for $46, in
       cash,  per share  (the "QVC  Acquisition"),  representing  a total  cost of
       approximately $1.4 billion. The QVC Acquisition,  including the exercise of
       certain warrants held by the Company,  was financed with cash contributions
       from the Company and TCI of $296.3 million and $6.6 million,  respectively,
       borrowings  of $1.1 billion  under a $1.2  billion QVC credit  facility and
       existing cash and cash equivalents held by QVC.  Following the acquisition,
       the Company and TCI own, through their respective subsidiaries,  57.45% and
       42.55%,  respectively,  of  QVC.  The  Company  has  accounted  for the QVC
       Acquisition  under the purchase  method and QVC was  consolidated  with the
       Company effective February 1, 1995.
  
  
                                          7
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Pro Forma Results
       The following pro forma information for the nine months ended September 30,
       1995 has been  presented as if the QVC  Acquisition  occurred on January 1,
       1995. This unaudited pro forma  information is based on historical  results
       of  operations,  adjusted for  acquisition  costs,  and is not  necessarily
       indicative of what the results would have been had the Company operated QVC
       since such date.
                                      (Dollars in millions, except per share data)
                                                   Nine Months Ended
                                                 September 30, 1995 (1)
  
            Revenues ............................     $   2,487.8
  
            Loss before extraordinary items......           (36.8)
  
            Net loss ............................           (42.2)
  
            Net loss per share ..................            (.18)
  
       (1)  Effective  April 1,  1995,  QVC  commenced  consolidating  its  United
            Kingdom ("UK")  operations.  Pro forma revenues presented above do not
            reflect  revenues  relating to QVC's UK  operations  prior to April 1,
            1995.
  
  
  
                                          8
  
  <PAGE>
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS
  
       Investments - Equity Method
       Summarized  financial  information  for  equity  method  investments  is as
       follows (dollars in thousands):
  <TABLE>
  <CAPTION>
     Nine Months Ended September 30, 1996                  Sprint Spectrum (a)     Other                Combined
  <S>                                                        <C>               <C>                   <C>      
     Combined Results of Operations
       Revenues, net...............................            $                  $624,550              $624,550
       Depreciation and amortization...............                  688           120,281               120,969
       Operating loss..............................             (122,655)         (104,739)             (227,394)
       Net loss as reported
          by affiliates............................             (243,508)         (172,802)             (416,310)
  
     Company's Equity in Net Loss
       Equity in current period net loss...........             ($36,526)         ($49,245)             ($85,771)
       Amortization income (expense) (b)...........                  636            (4,063)               (3,427)
                                                                --------          --------              -------- 
  
         Total equity in net loss..................             ($35,890)         ($53,308)             ($89,198)
                                                                ========          ========              ======== 
  
     Three Months Ended September 30, 1996                 Sprint Spectrum (a)     Other                Combined
  
     Combined Results of Operations
       Revenues, net...............................          $                    $178,777              $178,777
       Depreciation and amortization...............                  384            29,199                29,583
       Operating loss..............................              (46,898)          (31,622)              (78,520)
       Net loss as reported
          by affiliates............................              (90,837)          (45,660)             (136,497)
  
     Company's Equity in Net Loss
       Equity in current period net loss...........             ($13,625)         ($14,045)             ($27,670)
       Amortization expense (b)....................                                 (1,207)               (1,207)
                                                                --------          --------              -------- 
         Total equity in net loss..................             ($13,625)         ($15,252)             ($28,877)
                                                                ========          ========              ======== 
  
     As of September 30, 1996                              Sprint Spectrum (a)     Other                Combined
  
     Combined Financial Position
       Current assets..............................              $35,917        $1,807,083            $1,843,000
       Noncurrent assets...........................            2,525,411         2,306,286             4,831,697
       Current liabilities.........................               71,866           833,410               905,276
       Noncurrent liabilities......................               17,078         2,179,821             2,196,899
  <FN>
  ---------------
  (a)  See footnote (1) on page 10.
  (b)  See footnote (3) on page 10.
  </FN>
  </TABLE>
  
                                          9
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                     Three Months        Nine Months                   Three Months
                                                         Ended              Ended                          Ended
                                                    January 31, 1995 September 30, 1995             September 30, 1995
                                                        QVC (2)             Other        Combined      Combined (2)
  <S>                                                  <C>               <C>            <C>            <C>     
     Combined Results of Operations
       Revenues, net...............................     $425,921          $450,546       $876,467       $160,893
       Depreciation and amortization...............       12,992           109,006        121,998         38,941
       Operating income (loss).....................       58,247          (163,777)      (105,530)       (64,228)
       Net income (loss) as reported
          by affiliates............................       28,333          (238,461)      (210,128)       (92,587)
  
     Company's Equity in Net Income (Loss)
       Equity in current period net income (loss)..       $4,286          ($64,071)      ($59,785)      ($24,101)
       Amortization income (expense) (3)...........        1,194            (4,943)        (3,749)        (1,527)
                                                        --------          --------       --------       --------
         Total equity in net income (loss).........       $5,480          ($69,014)      ($63,534)      ($25,628)
                                                        ========          ========       ========       ========
  <FN>
       (1)  The  Company's  equity  interest  in  Sprint  Spectrum's  net  loss is
            recorded  three  months  in  arrears.   Accordingly,   the  summarized
            financial  information  presented  above  includes  Sprint  Spectrum's
            results of  operations  for the nine and three  months  ended June 30,
            1996 and its financial position as of June 30, 1996.
       (2)  Through  January 31,  1995,  QVC's fiscal year end was January 31, and
            therefore,  the  Company  recorded  its equity  interest  in QVC's net
            income two months in arrears.  For the nine months ended September 30,
            1995, the Company recorded its equity interest in QVC's net income for
            the period from November 1, 1994 through  January 31, 1995,  which was
            not  previously  recorded by the Company.  The effect of this one-time
            adjustment was not significant to the Company's results of operations.
            Effective   February  1,  1995,   QVC's  results  of  operations  were
            consolidated with the Company.
       (3)  The  differences  between the Company's  recorded  investments and its
            proportionate interests in the book value of the investees' net assets
            are 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.
  </FN>
  </TABLE>
  
       Through  June  27,  1996,   the  Company  held   investments   in  Teleport
       Communications  Group Inc.  ("TCGI"),  TCG Partners and certain local joint
       ventures (the "Joint Ventures")  managed by TCGI and TCG Partners.  On June
       27, 1996, TCGI sold  approximately  27 million shares of its Class A Common
       Stock (the  "TCGI  Class A Stock")  for $16 per share in an initial  public
       offering (the "IPO").  In connection  with the IPO,  TCGI,  the Company and
       subsidiaries of Cox, TCI and  Continental  Cablevision  ("Continental"  and
       collectively  with Cox,  TCI and the  Company,  the  "Cable  Stockholders")
       entered  into  a  reorganization  agreement  pursuant  to  which  TCGI  was
       reorganized (the "Reorganization").  The Reorganization consisted of, among
       other  things:  (i)  the  acquisition  by TCGI of TCG  Partners;  (ii)  the
       acquisition  by  TCGI  of  additional   interests  in  the  Joint  Ventures
       (including  100% of those  interests  held by the  Company);  and (iii) the
       contribution  to TCGI of  $269.0  million  aggregate  principal  amount  of
       indebtedness,  plus  accrued  interest  thereon,  owed by TCGI to the Cable
       Stockholders  (including $53.8 million principal amount and $4.1 million of
       accrued   interest   owed  to  the  Company).   In   connection   with  the
       Reorganization,  the Company received 25.6 million shares of TCGI's Class B
       Common  Stock (the "TCGI Class B Stock").  Each share of TCGI Class B Stock
       is entitled to voting power  equivalent to ten shares of TCGI Class A Stock
       and is  convertible,  at the option of the  holder,  into one share of TCGI
       Class A  Stock.  The  Company  recorded  a $40.6  million  increase  in its
       proportionate  share of TCGI's net assets as a gain from equity offering of
       affiliate  in  its  condensed  consolidated  statement  of  operations  and
       accumulated  deficit for the nine months ended  September  30, 1996.  After
       giving effect to the  Reorganization and the IPO, the Company owns 19.5% of
       the outstanding TCGI Class B Stock representing a 19.1% voting interest and
       a 16.1% equity interest.  The Company continues to account for its interest
       in TCGI under the equity  method.  Assuming  conversion of the TCGI Class B
       Stock held by the Company into TCGI Class A Stock, the Company's investment
       would  have a fair  value of  approximately  $605.3  million,  based on the
       quoted market price of the TCGI Class A Stock as of September 30, 1996.
  
                                         10
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  
       Investments - Public Companies
       In February  1996,  in  connection  with certain  preemptive  rights of the
       Company under previously  existing  agreements with Nextel  Communications,
       Inc. ("Nextel"),  the Company purchased  approximately 8.16 million shares,
       classified  as long-term  investments  available for sale, of Nextel common
       stock at $12.25 per share, for a total cost of $99.9 million.
  
       During the nine and three months ended September 30, 1996, the Company sold
       5.6 million shares and 1.2 million shares,  respectively,  of Nextel common
       stock for $105.4  million and $19.9 million,  respectively,  and recognized
       pre-tax  gains  of  $35.4  million  and  $5.8  million,   respectively,  as
       investment income in its condensed consolidated statement of operations and
       accumulated  deficit.  During the nine and three months ended September 30,
       1995,  the Company  sold 11.3  million  shares of Nextel  common  stock for
       $212.6 million and recognized a pre-tax gain of $36.2 million as investment
       income  in  its  condensed   consolidated   statement  of  operations   and
       accumulated deficit.
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $149.2  million  and $115.9
       million as of September 30, 1996 and December 31, 1995,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $199.5  million  and $150.1
       million as of September 30, 1996 and December 31, 1995,  respectively.  The
       unrealized  pre-tax gains as of September 30, 1996 and December 31, 1995 of
       $50.3 million and $34.2  million,  respectively,  have been reported in the
       Company's   condensed   consolidated   balance   sheet  as   decreases   in
       stockholders'  deficiency,  net of related  deferred  income taxes of $17.6
       million and $12.0 million, respectively.
  
       As a result of the merger of Time Warner,  Inc.  ("Time Warner") and Turner
       Broadcasting  System,  Inc.  ("TBS"),  which was consummated on October 10,
       1996 (the "Merger Date"),  the Company received  approximately 1.36 million
       shares of Time Warner  common stock (the "Time  Warner  Stock") in exchange
       for all of the  shares of TBS stock  held by the  Company  as of the Merger
       Date.  The closing market price of the Time Warner Stock on the Merger Date
       was  $41.375  per  share.  The  Company's  investment  in  TBS,  which  was
       classified as a long-term investment  available for sale, had an historical
       cost of approximately $8.9 million.
  
       Investments  -  Privately  Held  Companies  
       In  January  1995,  the  Company  exchanged  its  investments  in  Heritage
       Communications,    Inc.   with   TCI   for   approximately   13.3   million
       publicly-traded  Class A common  shares of TCI with a fair market  value of
       approximately  $290.0  million.   Shortly  thereafter,   the  Company  sold
       approximately  9.1 million  unrestricted  TCI shares for total  proceeds of
       $188.1 million. As a result of these transactions, the Company recognized a
       pre-tax  gain of $141.0  million  as  investment  income  in its  condensed
       consolidated  statement of operations and accumulated  deficit in the first
       quarter of 1995.
  
  5.   LONG-TERM DEBT
  
       In May 1995,  the Company  issued $250.0  million  principal  amount of its
       9-3/8% senior subordinated debentures due 2005.
  
       In May 1996, the Company expensed  unamortized  debt  acquisition  costs of
       $1.8  million  in  connection  with  the  prepayment  of  a  portion  of  a
       subsidiary's  outstanding debt,  resulting in an extraordinary loss, net of
       tax, of $1.0 million.
  
       The Company incurred debt extinguishment costs totaling $8.3 million during
       the  nine and  three  months  ended  September  30,  1995,  as a result  of
       refinancing  the  indebtedness  of certain  subsidiaries,  resulting  in an
       extraordinary loss, net of tax, of $5.4 million or $.02 per share.
  
  
                                         11
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  6.   PREFERRED STOCK
  
       In July 1996, in connection with the Sports Venture  Acquisition  (see Note
       3), the Company  issued  6,370 shares of  Preferred  Stock.  Each holder of
       shares of the  Preferred  Stock is  entitled  to  receive  cumulative  cash
       dividends  at the  annual  rate of $250 per  share,  payable  quarterly  in
       arrears.  The Preferred Stock is redeemable,  at the option of the Company,
       beginning  in July  1999 at a  redemption  price of $5,000  per share  plus
       accrued and unpaid dividends,  subject to certain conditions and conversion
       adjustments.  The  Preferred  Stock is  convertible,  at the  option of the
       holder,  into shares of the  Company's  Class A Special  Common  Stock at a
       ratio of 209.1175  shares of Class A Special Common Stock for each share of
       Preferred  Stock,  subject  to  certain  conditions.  The  holders  of  the
       Preferred  Stock are not entitled to any voting  rights except as otherwise
       provided by the Company's Articles of Incorporation or by applicable law.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made interest payments of $329.0 million, $334.4 million, $99.2
       million and $124.3 million during the nine and three months ended September
       30, 1996 and 1995, respectively.
  
       The Company made cash  payments for income  taxes of $77.7  million,  $24.4
       million,  $15.5 million,  and $5.3 million during the nine and three months
       ended September 30, 1996 and 1995, respectively.
  
  8.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  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.
  
  
                                         12
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  9.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  <TABLE>
  <CAPTION>
                                                     Domestic
                                                       Cable        Electronic      Cellular       Corporate
                                                  Communications     Retailing   Communications   and Other (1)     Total
  <S>                                              <C>            <C>              <C>              <C>         <C>       
  Nine Months Ended September 30, 1996
  Revenues, net...............................      $1,170,951     $1,286,869       $317,116         $95,933     $2,870,869
  Depreciation and amortization...............         286,438         78,904         84,790          40,858        490,990
  Operating income (loss).....................         292,442        129,742         34,036         (85,203)       371,017
  Interest expense............................         168,144         50,458         68,357         116,776        403,735
  Capital expenditures........................         203,841         38,864         69,026         138,474        450,205
  Equity in net (losses) income of
      affiliates..............................         (15,565)           159                        (73,792)       (89,198)
  
  Three Months Ended September 30, 1996
  Revenues, net...............................        $392,619       $431,023       $110,020         $40,901       $974,563
  Depreciation and amortization...............          95,753         27,023         28,017          15,925        166,718
  Operating income (loss).....................          98,122         42,215         19,722         (30,967)       129,092
  Interest expense............................          57,490         15,405         24,384          38,463        135,742
  Capital expenditures........................          67,025         19,317         32,475          52,483        171,300
  Equity in net (losses) income of
      affiliates..............................          (7,121)            75                        (21,831)       (28,877)
  
  As of September 30, 1996
  Assets......................................      $4,788,713     $2,092,483     $1,361,983      $1,586,129     $9,829,308
  Long-term debt, less current portion........       3,149,912        875,293      1,100,985       2,107,555      7,233,745
  
  Nine Months Ended September 30, 1995
  Revenues, net...............................      $1,078,033       $975,917       $274,243         $29,234     $2,357,427
  Depreciation and amortization...............         278,862         61,810        177,205          16,798        534,675
  Operating income (loss).....................         250,793         93,266        (66,469)        (67,691)       209,899
  Interest expense............................         185,371         55,275         54,062          93,659        388,367
  Capital expenditures........................         180,437         15,937        191,983          88,214        476,571
  Equity in net (losses) income of
      affiliates..............................         (12,143)           428                        (51,819)       (63,534)
  
  Three Months Ended September 30, 1995
  Revenues, net...............................        $368,453       $391,491        $97,830         $12,475       $870,249
  Depreciation and amortization...............          95,196         24,804         21,981           5,651        147,632
  Operating income (loss).....................          86,759         34,901         17,974         (23,122)       116,512
  Interest expense............................          61,467         20,459         18,485          37,405        137,816
  Capital expenditures........................          69,395          7,465         24,020          36,731        137,611
  Equity in net losses of affiliates..........          (5,222)          (180)                       (20,226)       (25,628)
  <FN>
  ---------------
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  </FN>
  </TABLE>
  
                                         13
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash, cash equivalents and short-term investments.
  
  General Developments of Business
  
  Regional Sports Venture 
  In July 1996,  the  Company  completed  its  acquisition  (the  "Sports  Venture
  Acquisition")  of an interest of approximately  66% in the  Philadelphia  Flyers
  Limited Partnership,  a Pennsylvania limited partnership ("PFLP"), the assets of
  which, after giving effect to the Sports Venture Acquisition, consist of (i) the
  National  Basketball  Association  ("NBA")  franchise  to own  and  operate  the
  Philadelphia  76ers basketball team and related assets (the "Sixers"),  (ii) the
  National  Hockey League  ("NHL")  franchise to own and operate the  Philadelphia
  Flyers hockey team and related assets, and (iii) two adjacent arenas,  leasehold
  interests in and  development  rights related to the land  underlying the arenas
  and  other  adjacent  parcels  of land  located  in  Philadelphia,  Pennsylvania
  (collectively,  the  "Arenas").  Concurrent  with the  completion  of the Sports
  Venture    Acquisition,    PFLP    was    renamed    Comcast-Spectacor,     L.P.
  ("Comcast-Spectacor").
  
  The Sports Venture  Acquisition  was completed in two steps.  In April 1996, the
  Company  purchased  the  Sixers  for $125.0  million  in cash plus  assumed  net
  liabilities of approximately  $11.0 million through a partnership  controlled by
  the  Company.  To complete the Sports  Venture  Acquisition,  in July 1996,  the
  Company  contributed  its interest in the Sixers,  exchanged  approximately  3.5
  million  shares of the  Company's  Class A Special  Common  Stock (the  "Class A
  Special Common Stock") and 6,370 shares of the Company's  newly issued 5% Series
  A Convertible Preferred Stock (the "Preferred Stock"), which is convertible into
  approximately  1.3 million  shares of Class A Special  Common Stock  (subject to
  certain  conversion  adjustments) and paid $15.0 million in cash for its current
  interest in  Comcast-Spectacor.  The remaining  interest of approximately 34% in
  Comcast-Spectacor  is owned by a group,  including the former  majority owner of
  PFLP, who also manages Comcast-Spectacor.  In connection with the Sports Venture
  Acquisition,  Comcast-Spectacor  assumed the outstanding liabilities relating to
  the Sixers and the Arenas,  including  a mortgage  obligation  of  approximately
  $155.0 million. The Company accounts for its interest in Comcast-Spectacor under
  the equity method.
  
  Sprint Spectrum
  Effective as of January 1996, the Company,  Tele-Communications,  Inc.  ("TCI"),
  Cox  Communications,  Inc.  ("Cox") and Sprint  Corporation  (collectively,  the
  "Parents"),   and   certain   subsidiaries   of  the   Parents   (the   "Partner
  Subsidiaries"), entered into a series of agreements relating to their previously
  announced joint venture (March 1995) to engage in the  communications  business.
  Under an Amended and Restated Agreement of Limited Partnership (the "Partnership
  Agreement")  of MajorCo,  L.P.  (known as "Sprint  Spectrum"),  the  business of
  Sprint Spectrum is to provide wireless  telecommunications services and will not
  include  the  previously   authorized   business  of  providing  local  wireline
  communications  services to  residences  and  businesses.  A  partnership  owned
  entirely by subsidiaries of the Company owns 15% of Sprint Spectrum. The Company
  accounts for its investment in Sprint Spectrum under the equity method.
  
  
                                         14
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  Scripps Cable
  In October  1995,  the  Company  announced  its  agreement  to acquire the cable
  television  operations  ("Scripps  Cable") of The E.W.  Scripps  Company  ("E.W.
  Scripps") in exchange for shares of the Company's  Class A Special  Common Stock
  worth $1.575  billion,  subject to certain  closing  adjustments  (the  "Scripps
  Transaction").  For  purposes  of  determining  the  number of shares of Class A
  Special Common Stock to be delivered in the Scripps Transaction, such stock will
  be  valued  on the  basis of the  average  closing  price of the Class A Special
  Common Stock on The Nasdaq Stock Market  ("Nasdaq") for 15 trading days randomly
  selected from the 40 trading day period  ending on the second  trading day prior
  to the closing date (the "Comcast Share Price"); provided that the Comcast Share
  Price will be no greater than $23.09 and, except as provided below, no less than
  $17.06 (the "Minimum Price").
  
  The closing  price of the Class A Special  Common Stock on Nasdaq on November 4,
  1996 was $15.188 per share,  which is below the  Minimum  Price.  Since July 10,
  1996, when the closing price of the Class A Special Common Stock was $16.75, the
  Class A Special  Common  Stock has traded at closing  prices  below the  Minimum
  Price. If the Comcast Share Price is below the Minimum Price,  E.W.  Scripps has
  the right,  but not the obligation,  to terminate the agreement,  subject to the
  right of the Company to increase the number of shares of Class A Special  Common
  Stock to be  delivered in the Scripps  Transaction  (i) to that number of shares
  that would have been  delivered  if the Comcast  Share Price were not subject to
  the Minimum  Price or (ii) by such lower number as E.W.  Scripps and the Company
  may agree. The Company has informed E.W. Scripps that if the Comcast Share Price
  is less than the  Minimum  Price and if E.W.  Scripps  exercises  its  rights to
  terminate  the  agreement,  the Company  does not intend to elect to deliver any
  additional  shares of Class A Special  Common Stock.  The E.W.  Scripps Board of
  Directors (the "Scripps  Board") has indicated that it will not proceed with the
  Scripps  Transaction  if the Comcast  Share Price is below the Minimum Price and
  the  number of shares of Class A Special  Common  Stock to be  delivered  by the
  Company is less than the number  that would have been  delivered  if the Minimum
  Price were equal to the Comcast Share Price,  unless,  among other  things,  the
  Scripps Board receives an opinion from its financial  advisor as to the fairness
  from  a  financial  point  of  view  to  E.W.   Scripps'   stockholders  of  the
  consideration to be paid under such circumstances.
  
  Scripps  Cable  passes more than 1.2 million  homes and serves more than 800,000
  subscribers, with over 60% of its subscribers located in Sacramento,  California
  and Chattanooga and Knoxville,  Tennessee.  Subject to the foregoing and certain
  other  conditions,  the Scripps  Transaction  is  scheduled to close in November
  1996.
  
  Share Repurchase Program
  Concurrent with the announcement of the Scripps Transaction in October 1995, the
  Company  announced  that its Board of Directors  authorized a market  repurchase
  program (the "Repurchase  Program")  pursuant to which the Company may purchase,
  at such times and on such terms as it deems appropriate, up to $500.0 million of
  its  outstanding  common  stock,  subject  to  certain  restrictions  and market
  conditions.  Pursuant to the  Repurchase  Program,  the Company has  repurchased
  shares of its common stock for aggregate consideration of $185.8 million through
  September 30, 1996,  including  $173.4 million and $56.8 million during the nine
  and three months ended September 30, 1996, respectively.
  
  QVC
  In February 1995, the Company and TCI acquired all of the  outstanding  stock of
  QVC,  Inc.  and  its   subsidiaries   ("QVC")  not  previously   owned  by  them
  (approximately  65% of such shares on a fully  diluted  basis) for $46, in cash,
  per share (the "QVC  Acquisition"),  representing a total cost of  approximately
  $1.4 billion.  The QVC  Acquisition,  including the exercise of certain warrants
  held by the Company,  was financed with cash  contributions from the Company and
  TCI of $296.3 million and $6.6 million, respectively, borrowings of $1.1 billion
  under a $1.2 billion QVC credit facility and existing cash and cash  equivalents
  held by QVC.  Following the acquisition,  the Company and TCI own, through their
  respective subsidiaries,  57.45% and 42.55%,  respectively,  of QVC. The Company
  has  accounted  for the QVC  Acquisition  under the purchase  method and QVC was
  consolidated with the Company effective February 1, 1995.
  
  
                                         15
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term investments as of September
  30, 1996 were $526.7  million.  As of September 30, 1996,  approximately  $424.3
  million of the Company's cash, cash  equivalents and short-term  investments was
  restricted  to use by  subsidiaries  of the Company under  contractual  or other
  arrangements,  including approximately $233.0 million which is restricted to use
  by Comcast UK Cable Partners Limited ("Comcast UK Cable").
  
  The Company's cash, cash equivalents and short-term  investments are recorded at
  cost  which  approximates  their fair  value.  As of  September  30,  1996,  the
  Company's  short-term  investments  of $100.4  million  had a  weighted  average
  maturity of approximately 12 months.
  
  Investments
  In connection  with the Sports  Venture  Acquisition,  the Company has agreed to
  lend up to $50.0 million to Comcast-Spectacor,  on a subordinated  basis, in the
  event that Comcast-Spectacor is unable to obtain financing from other sources.
  
  Under the provisions of the Partnership Agreement, the Partner Subsidiaries have
  committed to contribute $4.2 billion in cash to Sprint Spectrum through 1999, of
  which the Company's share is $630.0 million.  Of this funding  requirement,  the
  Company has made total cash  contributions  to Sprint Spectrum of $446.8 million
  through  September 30, 1996. The Company  expects to fund its remaining share of
  the $4.2 billion  commitment by the end of 1997.  The Company  anticipates  that
  Sprint  Spectrum's  capital  requirements  over the next  several  years will be
  significant.  Requirements  in excess of  committed  capital  are  planned to be
  funded by Sprint Spectrum through external financing, including, but not limited
  to, vendor  financing,  bank financing and securities  offered to the public. In
  August 1996, Sprint Spectrum sold $750.0 million principal amount at maturity of
  Senior  Notes and Senior  Discount  Notes due in 2006 in a public  offering.  In
  October 1996, Sprint Spectrum closed three credit  agreements  providing a total
  of $5.1 billion in available financing, including $2.0 billion in bank financing
  and $3.1  billion in vendor  financing.  The timing of the  Company's  remaining
  capital  contributions to Sprint Spectrum is dependent upon a number of factors,
  including  Sprint   Spectrum's   working  capital   requirements.   The  Company
  anticipates funding its remaining capital commitments to Sprint Spectrum through
  its cash flows from operating  activities,  its existing cash, cash equivalents,
  short-term investments and lines of credit or other external financing,  or by a
  combination of these sources.
  
  In February 1996, in connection  with certain  preemptive  rights of the Company
  under  previously   existing   agreements  with  Nextel   Communications,   Inc.
  ("Nextel"),  the Company purchased approximately 8.16 million shares, classified
  as long-term  investments  available  for sale, of Nextel common stock at $12.25
  per share,  for a total cost of $99.9  million.  The Company  continues  to hold
  options,  which expire in September  1997,  to acquire an  additional 25 million
  shares of Nextel common stock at $16 per share.
  
  During the nine and three months ended  September 30, 1996, the Company sold 5.6
  million shares and 1.2 million shares, respectively,  of Nextel common stock for
  $105.4 million and $19.9 million,  respectively, and recognized pre-tax gains of
  $35.4  million  and $5.8  million,  respectively,  as  investment  income in its
  condensed  consolidated  statement of operations  and  accumulated  deficit (the
  "1996 Nextel Gains"). During the nine and three months ended September 30, 1995,
  the Company sold 11.3 million  shares of Nextel common stock for $212.6  million
  and  recognized  a pre-tax  gain of $36.2  million as  investment  income in its
  condensed  consolidated  statement of operations  and  accumulated  deficit (the
  "1995 Nextel Gain").
  
  As a result of the  merger of Time  Warner,  Inc.  ("Time  Warner")  and  Turner
  Broadcasting  System,  Inc.  ("TBS"),  which was consummated on October 10, 1996
  (the "Merger Date"),  the Company received  approximately 1.36 million shares of
  Time Warner  common stock (the "Time  Warner  Stock") in exchange for all of the
  shares of TBS stock  held by the  Company  as of the Merger  Date.  The  closing
  market  price of the Time Warner Stock on the Merger Date was $41.375 per share.
  The Company's investment in TBS, which was
  
                                         16
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  classified as a long-term  investment available for sale, had an historical cost
  of approximately $8.9 million.
  
  The Company does not have any  additional  significant  contractual  commitments
  with respect to any of its investments.  However, to the extent the Company does
  not fund its  investees'  capital  calls,  it exposes  itself to dilution of its
  ownership interests.
  
  Financing 
  As part of the  Repurchase  Program,  the  Company  has sold put  options on 4.0
  million shares of its Class A Special  Common Stock through  September 30, 1996,
  including  put options on 1.0 million of such shares sold during the nine months
  ended  September 30, 1996.  The put options give the holder the right to require
  the Company to repurchase  such shares at specified  prices on specific dates in
  January  through March 1997. The amount the Company would be obligated to pay to
  repurchase  such shares if all  outstanding  put options were exercised is $69.6
  million.  This amount has been reclassified to a temporary equity account in the
  Company's condensed consolidated balance sheet as of September 30, 1996.
  
                              -------------------------
  
  The  Company  expects to  recognize  significant  losses and to  continue to pay
  dividends;  therefore, it anticipates that it will continue to have a deficiency
  in  stockholders'  equity that will increase through the date of consummation of
  the Scripps Transaction. If the Scripps Transaction is consummated,  the Company
  will no longer have a deficiency in stockholders'  equity;  however, the Company
  expects to recognize losses for the foreseeable  future,  resulting in decreases
  in stockholders' equity. The  telecommunications  industry,  including cable and
  cellular communications,  and the electronic retailing industry are experiencing
  increasing  competition and rapid  technological  changes.  The Company's future
  results of operations will be affected by its ability to react to changes in the
  competitive  environment  and by its  ability  to  implement  new  technologies.
  However,  management  believes that competition,  technological  changes and its
  significant losses and deficiency in stockholders' equity will not significantly
  affect its ability to obtain financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments and lines of credit and other external financing.
  
  
                                         17
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
  Statement of Cash Flows
  
  Cash and cash equivalents decreased $112.8 million as of September 30, 1996 from
  December 31, 1995 and  increased  $281.2  million as of September  30, 1995 from
  December 31, 1994. Changes in cash and cash equivalents resulted from cash flows
  from operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities amounted to $527.3 million and $371.7
  million for the nine months ended September 30, 1996 and 1995, respectively. The
  increase of $155.6  million is due to changes in working  capital as a result of
  the  timing  of  receipts  and  disbursements,  the  increase  in the  Company's
  operating  income  before   depreciation  and  amortization   (see  "Results  of
  Operations") and the effects of the QVC Acquisition.
  
  Net cash (used in) provided by financing activities was ($19.2) million and $1.9
  billion for the nine months  ended  September  30, 1996 and 1995,  respectively.
  During the nine months ended  September 30, 1996,  the Company  borrowed  $660.4
  million under its existing lines of credit and repaid $486.8 million,  including
  the  effects of  refinancings  and $88.9  million of  repayments  under a vendor
  financing  arrangement.  In addition,  the Company repurchased $173.4 million of
  its common  stock during the nine months ended  September  30, 1996.  During the
  nine months  ended  September  30,  1995,  the  Company  borrowed  $3.1  billion
  consisting  primarily of $1.1 billion in  connection  with the QVC  Acquisition,
  $1.1  billion  in  connection  with the  refinancing  of  certain  subsidiaries'
  indebtedness,  $300.9  million  for  the  funding  of  Sprint  Spectrum  and the
  Company's  $250.0  million  principal  amount  of  9-3/8%  senior   subordinated
  debentures due 2005. In addition,  the Company redeemed and retired $1.2 billion
  of  its  long-term  debt,  including  $904.8  million  in  connection  with  the
  refinancing of certain subsidiaries' indebtedness.
  
  Net cash used in investing  activities  was $620.9  million and $2.0 billion for
  the nine months ended September 30, 1996 and 1995, respectively. During the nine
  months ended September 30, 1996, net cash used in investing  activities includes
  investments  in  affiliates  of $447.6  million,  including  $159.5  million  in
  connection with the Sports Venture Acquisition,  capital contributions to Sprint
  Spectrum of $100.7  million and the purchase of Nextel shares of $99.9  million,
  and  additions to property and equipment of $450.2  million,  offset by proceeds
  from the sales of  short-term  and  long-term  investments  of  $381.8  million,
  including $105.4 million from the sale of Nextel shares.  During the nine months
  ended September 30, 1995, net cash used in investing activities includes the QVC
  Acquisition, net of cash acquired, of $1.3 billion, investments in affiliates of
  $458.0 million,  including  capital  contributions  to Sprint Spectrum of $320.7
  million, additions to property and equipment of $476.6 million and net purchases
  of short-term investments of $81.8 million. Such amounts were offset by proceeds
  from sales of long-term investments of $400.7 million.
  
  Results of Operations
  
  The effects of the Company's recent acquisitions were to increase  significantly
  the Company's  revenues and expenses  resulting in substantial  increases in its
  operating income before  depreciation and  amortization,  depreciation  expense,
  amortization  expense and interest  expense (see "Operating  Results by Business
  Segment"  following).  As a result of the  increases  in  depreciation  expense,
  amortization expense and interest expense associated with these acquisitions and
  their  financing,  it is expected  that the Company will  recognize  significant
  losses for the foreseeable future.
  
  
                                         18
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  Summarized  consolidated  financial information for the Company for the nine and
  three  months  ended  September  30,  1996 and 1995 is as  follows  (dollars  in
  millions, "NM" denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                    Nine Months Ended
                                                                       September 30,         Increase / (Decrease)
                                                                     1996         1995           $            %
  <S>                                                             <C>          <C>           <C>           <C>  
  Revenues, net.............................................       $2,870.9     $2,357.4      $513.5        21.8%
  Cost of goods sold from electronic retailing..............          774.7        584.6       190.1        32.5
  Operating, selling, general and administrative expenses...        1,234.2      1,028.2       206.0        20.0
                                                                     ------       ------
  Operating income before depreciation and
     amortization (1) ......................................          862.0        744.6       117.4        15.8
  Depreciation..............................................          223.7        278.6       (54.9)      (19.7)
  Amortization..............................................          267.3        256.1        11.2         4.4
                                                                     ------       ------
  Operating income..........................................          371.0        209.9       161.1        76.8
                                                                     ------       ------
  Interest expense..........................................          403.7        388.4        15.3         3.9
  Investment income.........................................          (63.7)      (202.3)     (138.6)      (68.5)
  Equity in net losses of affiliates........................           89.2         63.5        25.7        40.5
  Gain from equity offering of affiliate....................          (40.6)                    40.6          NM
  Other.....................................................           22.6         (5.5)       28.1          NM
  Income tax expense........................................           33.9         32.5         1.4         4.3
  Minority interest.........................................          (47.4)       (34.8)       12.6        36.2
  Extraordinary items.......................................            1.0          5.4        (4.4)      (81.5)
                                                                     ------       ------
  Net loss..................................................         ($27.7)      ($37.3)      ($9.6)      (25.7%)
                                                                     ======       ======
  
                                                                      Three Months Ended
                                                                        September 30,        Increase / (Decrease)
                                                                      1996         1995          $            %
  
  Revenues, net.............................................         $974.6       $870.2      $104.4        12.0%
  Cost of goods sold from electronic retailing..............          262.3        234.4        27.9        11.9
  Operating, selling, general and administrative expenses...          416.5        371.7        44.8        12.1
                                                                     ------       ------
  
  Operating income before depreciation and
     amortization (1) ......................................          295.8        264.1        31.7        12.0
  Depreciation..............................................           78.3         59.2        19.1        32.3
  Amortization..............................................           88.4         88.4
                                                                     ------       ------
  
  Operating income..........................................          129.1        116.5        12.6        10.8
                                                                     ------       ------
  
  Interest expense..........................................          135.7        137.8        (2.1)       (1.5)
  Investment income.........................................          (16.2)       (44.7)      (28.5)      (63.8)
  Equity in net losses of affiliates........................           28.9         25.6         3.3        12.9
  Other.....................................................           (0.3)        (5.9)       (5.6)      (94.9)
  Income tax expense........................................            9.3         18.4        (9.1)      (49.5)
  Minority interest.........................................          (18.3)       (12.8)        5.5        43.0
  Extraordinary items.......................................                         5.4        (5.4)        NM
                                                                     ------       ------
  
  Net loss..................................................         ($10.0)       ($7.3)       $2.7        37.0%
                                                                    =======      =======
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's businesses and the resulting significant level of non-cash
  
                                         19
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
       depreciation  expense  and  amortization  expense,  operating  cash flow is
       frequently   used  as  one  of  the  bases  for  evaluating  the  Company's
       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.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  </FN>
  </TABLE>
  
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following  table sets forth  operating  results for the  Company's  domestic
  cable communications segment (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                         Nine Months Ended
                                                            September 30,                        Increase
                                                       1996              1995               $                 %
  <S>                                                <C>              <C>                 <C>               <C> 
  Service income.................................     $1,170.9         $1,078.0            $92.9             8.6%
  Operating, selling, general and
       administrative expenses...................        592.0            548.3             43.7             8.0
                                                      --------         --------            -----
  Operating income before depreciation
       and amortization (a)......................       $578.9           $529.7            $49.2             9.3%
                                                        ======           ======            =====
  
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                        1996              1995               $                 %
  Service income.................................       $392.6           $368.5            $24.1             6.5%
  Operating, selling, general and
       administrative expenses...................        198.7            186.5             12.2             6.5
                                                      --------         --------            -----
  Operating income before depreciation
       and amortization (a)......................       $193.9           $182.0            $11.9             6.5%
                                                        ======           ======            =====
  <FN>
  ---------------
  (a) See footnote (1) on page 19.
  </FN>
  </TABLE>
  
  Of the  increases in service  income of $92.9  million and $24.1 million for the
  nine and three month  periods from 1995 to 1996,  $25.6 million and $8.2 million
  are attributable to subscriber growth, $57.5 million and $16.3 million relate to
  changes in rates,  $4.7 million and $0.3 million are  attributable  to growth in
  advertising  sales and $5.1 million and ($0.7)  million  relate to other product
  offerings.
  
  Of the $43.7 million and $12.2 million increases in operating,  selling, general
  and  administrative  expenses for the nine and three month  periods from 1995 to
  1996,  $20.9 million and $5.8 million are attributable to increases in the costs
  of cable programming as a result of subscriber  growth,  additional  programming
  offerings  and changes in rates and $22.8  million and $6.4 million  result from
  increases  in the  cost of  labor  and  other  volume  related  expenses.  It is
  anticipated  that the Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
  
                                         20
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  Electronic Retailing
  
  As a result of the QVC  Acquisition,  the Company  commenced  consolidating  the
  financial  results of QVC  effective  February  1,  1995.  The  following  table
  presents comparative  financial  information for the nine and three months ended
  September  30, 1996 and for the three  months ended  September  30, 1995 and pro
  forma  financial  information  for the nine months ended September 30, 1995. Pro
  forma financial information is presented herein for purposes of analysis and may
  not reflect what actual operating  results would have been had the Company owned
  QVC since January 1, 1995 (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                          Nine Months Ended
                                                            September 30,                        Increase
                                                       1996              1995               $                 %
  <S>                                                <C>               <C>              <C>                <C>  
  Net sales from electronic retailing.............    $1,286.9          $1,107.4         $179.5             16.2%
  Cost of goods sold from electronic retailing....       774.7             662.7          112.0             16.9
  Operating, selling, general and administrative
       expenses...................................       303.6             266.2           37.4             14.0
                                                        ------            ------          -----
  Operating income before depreciation
       and amortization (a).......................      $208.6            $178.5          $30.1             16.9%
                                                        ======            ======          =====
  
  Gross margin....................................        39.8%             40.2%
  
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                       1996              1995               $                 %
  Net sales from electronic retailing.............      $431.0            $391.5          $39.5             10.1%
  Cost of goods sold from electronic retailing....       262.3             234.4           27.9             11.9
  Operating, selling, general and administrative
       expenses...................................        99.5              97.4            2.1              2.2
                                                        ------            ------          -----
  Operating income before depreciation
       and amortization (a).......................       $69.2             $59.7           $9.5             15.9%
                                                        ======            ======          =====
  
  Gross margin....................................        39.1%             40.1%
  <FN>
  ---------------
  (a) See footnote (1) on page 19.
  </FN>
  </TABLE>
  
  The consolidation of QVC's United Kingdom ("UK") operations,  effective April 1,
  1995,  resulted in  increases  in net sales from  electronic  retailing of $37.2
  million and $7.3 million for the nine and three month periods from 1995 to 1996.
  The  remaining  increases  of $142.3  million and $32.2  million  are  primarily
  attributable  to the effects of increases of approximately  8.3% and 7.8% in the
  average  number of QVC homes  receiving  QVC  services in the United  States for
  these periods, respectively.
  
  The  increase  in cost of goods  sold from  electronic  retailing  is  primarily
  related to the growth in net sales. The decline in gross margin from 1995 to the
  same  periods in 1996 is a result of a change in product  mix and an increase in
  shipping and handling costs.
  
  The consolidation of QVC's UK operations,  effective April 1, 1995,  resulted in
  an increase in operating,  selling, general and administrative expenses of $14.4
  million and $2.1 million for the nine and three month periods from 1995 to 1996.
  The  remaining  increase of $23.0 million for the nine month period from 1995 to
  1996 is  attributable  to higher sales volume and increases in  advertising  and
  administrative costs.
  
  
                                         21
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                          Nine Months Ended
                                                            September 30,                        Increase
                                                        1996              1995               $                 %
  <S>                                                  <C>              <C>                <C>             <C>  
  Service income..................................      $317.1           $274.2             $42.9           15.6%
  Operating, selling, general and administrative
       expenses...................................       198.3            163.5              34.8           21.3
                                                        ------           ------             -----
  Operating income before depreciation
       and amortization (a).......................      $118.8           $110.7              $8.1            7.3%
                                                        ======           ======              ==== 
  
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                        1996              1995               $                 %
  Service income..................................      $110.0            $97.8             $12.2           12.5%
  Operating, selling, general and administrative
       expenses...................................        62.3             57.8               4.5            7.8
                                                        ------           ------             -----
  Operating income before depreciation
       and amortization (a).......................       $47.7            $40.0              $7.7           19.3%
                                                        ======           ======              ==== 
  <FN>
  ---------------
  (a) See footnote (1) on page 19.
  </FN>
  </TABLE>
  
  Of the $42.9 million and $12.2 million  increases in service income for the nine
  and three month  periods from 1995 to 1996,  $58.1 million and $18.0 million are
  attributable to the Company's subscriber growth.  Offsetting these increases are
  decreases of $15.2 million and $5.8 million resulting primarily from a reduction
  in the average rate per minute of use from 1995 to the same periods in 1996.
  
  Of the $34.8 million and $4.5 million increases in operating,  selling,  general
  and  administrative  expenses for the nine and three month  periods from 1995 to
  1996, $23.5 million and $5.5 million are related to subscriber growth, including
  the costs to acquire and service  subscribers.  The remaining  increase of $11.3
  million for the nine month period from 1995 to 1996 is due to increases in other
  expenses,  including subscriber retention costs,  administrative costs and theft
  of service in 1996.  The remaining  decrease of $1.0 million for the three month
  period  from 1995 to 1996 is  primarily  due to a decrease  in costs  related to
  theft of service.
  
  Consolidated Analysis
  
  The $54.9  million  decrease in  depreciation  expense for the nine month period
  from 1995 to 1996 is  attributable  to the  effects of the rebuild of certain of
  the Company's cellular  equipment in 1995, as described below,  partially offset
  by the  effects  of the QVC  Acquisition  and  capital  expenditures.  The $19.1
  million increase in depreciation expense for the three month period from 1995 to
  1996 is primarily attributable to the effects of capital expenditures.
  
  In 1995, the Company's cellular division purchased  approximately $172.0 million
  of switching and cell site equipment  which replaced the existing  switching and
  cell  site  equipment  (the  "Cellular  Rebuild").   The  Company  substantially
  completed the Cellular  Rebuild  during 1995.  During the first quarter of 1995,
  the Company charged  approximately  $110.0 million to depreciation expense which
  represented the difference  between the net book value of the equipment replaced
  and the residual value realized upon its disposal.
  
  
                                         22
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
  The $11.2  million  increase in  amortization  expense for the nine month period
  from  1995  to  1996  is  primarily  attributable  to the  effects  of  the  QVC
  Acquisition.
  
  The $15.3  million  increase in interest  expense for the nine month period from
  1995 to 1996 is due to increased levels of debt, offset by interest  capitalized
  in 1996 and decreases in rates.  The $2.1 million  decrease in interest  expense
  for the three  month  period  from  1995 to 1996 is  primarily  attributable  to
  interest  capitalized in 1996,  offset by increased  levels of debt. The Company
  anticipates  that,  for  the  foreseeable  future,  interest  expense  will be a
  significant  cost to the Company and will have a significant  adverse  effect on
  the  Company's  ability to realize net  earnings.  The Company  believes it will
  continue to be able to meet its obligations through its ability both to generate
  operating  income before  depreciation  and  amortization and to obtain external
  financing.
  
  The $138.6 million decrease in investment  income for the nine month period from
  1995  to  1996  is  primarily  attributable  to  the  effects  of  the  Heritage
  Transaction (as defined below) in 1995. The $28.5 million decrease in investment
  income for the three month period from 1995 to 1996 is primarily attributable to
  the 1995 Nextel Gain, partially offset by the effects of the 1996 Nextel Gains.
  
  In  January   1995,   the  Company   exchanged  its   investments   in  Heritage
  Communications,  Inc. with TCI for  approximately  13.3 million  publicly-traded
  Class A common  shares of TCI with a fair market value of  approximately  $290.0
  million.  Shortly  thereafter,   the  Company  sold  approximately  9.1  million
  unrestricted TCI shares for total proceeds of $188.1 million (collectively,  the
  "Heritage  Transaction").  As  a  result  of  these  transactions,  the  Company
  recognized  a  pre-tax  gain of  $141.0  million  as  investment  income  in its
  condensed  consolidated  statement of operations and accumulated  deficit in the
  first quarter of 1995.
  
  The  $25.7  million  and $3.3  million  increases  in  equity  in net  losses of
  affiliates for the nine and three month periods from 1995 to 1996, respectively,
  are  primarily  due to the  effects  of  increased  losses  incurred  by  Sprint
  Spectrum.
  
  Through June 27, 1996, the Company held  investments in Teleport  Communications
  Group Inc.  ("TCGI"),  TCG Partners and certain local joint ventures (the "Joint
  Ventures")  managed  by TCGI and TCG  Partners.  On June  27,  1996,  TCGI  sold
  approximately  27 million  shares of its Class A Common Stock (the "TCGI Class A
  Stock")  for $16 per  share  in an  initial  public  offering  (the  "IPO").  In
  connection  with the IPO,  TCGI,  the Company and  subsidiaries  of Cox, TCI and
  Continental  Cablevision  ("Continental"  and collectively with Cox, TCI and the
  Company,  the "Cable  Stockholders")  entered  into a  reorganization  agreement
  pursuant   to  which   TCGI  was   reorganized   (the   "Reorganization").   The
  Reorganization  consisted of, among other things: (i) the acquisition by TCGI of
  TCG Partners;  (ii) the acquisition by TCGI of additional interests in the Joint
  Ventures (including 100% of those interests held by the Company);  and (iii) the
  contribution  to  TCGI  of  $269.0  million   aggregate   principal   amount  of
  indebtedness,  plus  accrued  interest  thereon,  owed  by  TCGI  to  the  Cable
  Stockholders  (including  $53.8  million  principal  amount and $4.1  million of
  accrued  interest owed to the Company).  In connection with the  Reorganization,
  the Company  received  25.6  million  shares of TCGI's Class B Common Stock (the
  "TCGI  Class B Stock").  Each share of TCGI Class B Stock is  entitled to voting
  power equivalent to ten shares of TCGI Class A Stock and is convertible,  at the
  option of the holder, into one share of TCGI Class A Stock. The Company recorded
  a $40.6 million  increase in its  proportionate  share of TCGI's net assets as a
  gain from equity offering of affiliate in its condensed  consolidated  statement
  of operations and  accumulated  deficit for the nine months ended  September 30,
  1996.  After giving effect to the  Reorganization  and the IPO, the Company owns
  19.5% of the outstanding TCGI Class B Stock representing a 19.1% voting interest
  and a 16.1% equity interest.  The Company  continues to account for its interest
  in TCGI under the equity method.
  
  The  increase in other  expenses  for the nine month period from 1995 to 1996 is
  primarily  attributable to the settlement of certain  litigation during the nine
  months ended September 30, 1996.
  
  The $9.1 million  decrease in income tax expense for the three month period from
  1995 to 1996 is  primarily  attributable  to the tax  effects of the 1995 Nextel
  Gain.
  
                                         23
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  The $12.6 million and $5.5 million  increases in minority  interest for the nine
  and  three  month  periods  from  1995  to  1996,  respectively,  are  primarily
  attributable to the effects of increases in the net losses of Comcast UK Cable.
  
  In May 1996, the Company expensed  unamortized  debt  acquisition  costs of $1.8
  million  in  connection  with the  prepayment  of a  portion  of a  subsidiary's
  outstanding  debt,  resulting  in an  extraordinary  loss,  net of tax,  of $1.0
  million.
  
  The Company incurred debt extinguishment  costs totaling $8.3 million during the
  nine and three months ended  September 30, 1995, as a result of refinancing  the
  indebtedness of certain subsidiaries, resulting in an extraordinary loss, net of
  tax, of $5.4 million or $.02 per share.
  
  For the nine and three months ended  September 30, 1996 and 1995,  the Company's
  earnings before  extraordinary  items,  minority  interest,  income tax expense,
  equity in net losses of  affiliates  and fixed charges  (interest  expense) were
  $452.7 million, $417.7 million, $145.6 million and $167.1 million, respectively.
  Excluding the impact of  non-recurring  net  investment  gains of $62.7 million,
  $162.7  million,  $5.8  million and $29.6  million for the nine and three months
  ended September 30, 1996 and 1995, respectively, such earnings were not adequate
  to cover the Company's fixed charges,  including  interest capitalized  of $23.3
  million and $8.6 million for the nine and three months ended September 30, 1996,
  respectively,  of $427.0  million,  $388.4  million,  $144.3  million and $137.8
  million  for the nine and  three  months  ended  September  30,  1996 and  1995,
  respectively.   Fixed  charges  include  non-cash  interest,   net  of  interest
  capitalized,  of $48.1 million,  $41.4 million,  $15.9 million and $14.0 million
  for the nine and three months ended  September 30, 1996 and 1995,  respectively.
  The  inadequacy of these earnings to cover fixed charges is primarily due to the
  substantial  non-cash  charges for  depreciation  expense,  including  the first
  quarter 1995 charge  associated  with the  Cellular  Rebuild,  and  amortization
  expense.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities  because  of its  existing  cash,  cash  equivalents  and  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  
                                         24
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
  PART II. OTHER INFORMATION
  
       ITEM 1.   Legal Proceedings
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       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:
  
            4.1  Form of Statement of  Designations,  Preferences and Rights of 5%
                 Series A Convertible Preferred Stock of the Company (incorporated
                 by  reference  to Exhibit  4.1(e) to the  Company's  Registration
                 Statement on Form S-3 filed on July 16, 1996).
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K:
  
            (i)  The Company filed a Current Report on Form 8-K/A on July 22, 1996
                 which  amended  the  Current  Report on Form 8-K filed on May 28,
                 1996,  relating to its agreement to purchase the cable television
                 operations of The E.W. Scripps Company.
  
            (ii) The  Company  filed a Current  Report on Form 8-K under Item 5 on
                 August 21, 1996  relating to its  agreement to purchase the cable
                 television operations of The E.W. Scripps Company, which included
                 the  Company's   Unaudited  Pro  Forma   Condensed   Consolidated
                 Financial  Statements as of and for the six months ended June 30,
                 1996 and for the year ended December 31, 1995.
  
  
  
                                         25
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                           COMCAST CORPORATION
                                           -------------------------------------
  
  
  
  
  
  
  
  
                                           /s/ JOHN R. ALCHIN
                                           -------------------------------------
                                           John R. Alchin
                                           Senior Vice President and
                                           Treasurer (Principal Financial Officer)
  
  
  
  
  
  Date: November 5, 1996
  
  
                                         26
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 111642}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST CORP", "cik": "0000022301", "assigned-sic": "5961", "irs-number": "231709202", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-06983", "film-number": "96654644"}, "business-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148", "phone": "215-665-17"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                 SEPTEMBER 30, 1996
                                         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,  1996,  there were  190,525,452  shares of Class A Special
  Common Stock,  34,002,024 shares of Class A Common Stock and 8,786,250 shares of
  Class B Common Stock outstanding.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of September 30, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Nine and Three Months Ended September 30,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 13
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations.........................................14 - 24
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings.......................................25
  
            Item 6.   Exhibits and Reports on Form 8-K........................25
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  commitments and the effects of  competition.  Such  forward-looking  information
  involves  important  risks and  uncertainties  that could  significantly  affect
  expected  results in the  future  from those  expressed  in any  forward-looking
  statements made by, or on behalf of, the Company.  These risks and uncertainties
  include, but are not limited to, uncertainties  relating to economic conditions,
  acquisitions and divestitures,  government and regulatory policies,  the pricing
  and   availability  of  equipment,   materials,   inventories  and  programming,
  technological  developments and changes in the competitive  environment in which
  the Company operates.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in thousands)
                                                                                September 30,               December 31,
                                                                                    1996                        1995
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents..............................................      $426,226                     $539,061
     Short-term investments, at cost which approximates fair value..........       100,436                      370,982
     Accounts receivable, less allowance for doubtful accounts
       of $82,899 and $81,273...............................................       350,675                      390,698
     Inventories, net.......................................................       256,251                      243,447
     Prepaid charges and other..............................................        57,990                       49,671
     Deferred income taxes..................................................        65,758                       59,799
                                                                                ----------                   ----------
         Total current assets...............................................     1,257,336                    1,653,658
                                                                                ----------                   ----------
  INVESTMENTS, principally in affiliates....................................     1,278,733                      906,383
                                                                                ----------                   ----------
  
  PROPERTY AND EQUIPMENT....................................................     3,143,170                    2,575,633
     Accumulated depreciation...............................................    (1,091,608)                    (932,031)
                                                                                ----------                   ----------
     Property and equipment, net............................................     2,051,562                    1,643,602
                                                                                ----------                   ----------
  
  DEFERRED CHARGES..........................................................     6,683,493                    6,552,437
     Accumulated amortization...............................................    (1,441,816)                  (1,175,772)
                                                                                ----------                   ----------
     Deferred charges, net..................................................     5,241,677                    5,376,665
                                                                                ----------                   ----------
                                                                                $9,829,308                   $9,580,308
                                                                                ==========                   ==========
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses..................................      $891,057                     $963,991
     Accrued interest.......................................................        99,357                       72,675
     Current portion of long-term debt......................................       150,550                       85,403
                                                                                ----------                   ----------
         Total current liabilities..........................................     1,140,964                    1,122,069
                                                                                ----------                   ----------
  
  LONG-TERM DEBT, less current portion......................................     7,233,745                    6,943,766
                                                                                ----------                   ----------
  
  DEFERRED INCOME TAXES.....................................................     1,501,820                    1,517,995
                                                                                ----------                   ----------
  
  MINORITY INTEREST AND OTHER...............................................       821,867                      772,004
                                                                                ----------                   ----------
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS.................................................        69,625                       52,125
                                                                                ----------                   ----------
  STOCKHOLDERS' DEFICIENCY
     Preferred stock, no par value - authorized, 20,000,000 shares; issued
       5% series A convertible, 6,370 at redemption value...................        31,850
     Class A special common stock, $1 par value - authorized, 500,000,000
       shares;  issued, 190,525,452 and 192,844,814.........................       190,525                      192,845
     Class A common stock, $1 par value - authorized, 200,000,000
       shares;  issued, 34,002,024 and 37,706,517...........................        34,002                       37,707
     Class B common stock, $1 par value - authorized, 50,000,000
       shares;  issued, 8,786,250...........................................         8,786                        8,786
     Additional capital.....................................................       869,911                      843,113
     Accumulated deficit....................................................    (2,089,358)                  (1,914,292)
     Unrealized gains on marketable securities..............................        32,716                       22,210
     Cumulative translation adjustments.....................................       (17,145)                     (18,020)
                                                                                ----------                   ----------
         Total stockholders' deficiency.....................................      (938,713)                    (827,651)
                                                                                ----------                   ----------
                                                                                $9,829,308                   $9,580,308
                                                                                ==========                   ==========
  See notes to condensed consolidated financial statements.
  
                                         2
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in thousands, except per share data)
                                                                         Nine Months Ended        Three Months Ended
                                                                          September 30,             September 30,
                                                                        1996         1995         1996         1995
  REVENUES
     Service income.............................................     $1,584,000   $1,381,510      $543,540     $478,758
     Net sales from electronic retailing........................      1,286,869      975,917       431,023      391,491
                                                                    -----------  -----------   -----------  ----------- 
                                                                      2,870,869    2,357,427       974,563      870,249
                                                                    -----------  -----------   -----------  ----------- 
  
  COSTS AND EXPENSES
     Operating..................................................        679,563      576,543       226,090      209,186
     Cost of goods sold from electronic retailing...............        774,718      584,615       262,338      234,369
     Selling, general and administrative........................        554,581      451,695       190,325      162,550
     Depreciation...............................................        223,718      278,610        78,325       59,244
     Amortization...............................................        267,272      256,065        88,393       88,388
                                                                    -----------  -----------   -----------  ----------- 
                                                                      2,499,852    2,147,528       845,471      753,737
                                                                    -----------  -----------   -----------  ----------- 
  
  OPERATING INCOME..............................................        371,017      209,899       129,092      116,512
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense...........................................        403,735      388,367       135,742      137,816
     Investment income..........................................        (63,706)    (202,307)      (16,215)     (44,727)
     Equity in net losses of affiliates.........................         89,198       63,534        28,877       25,628
     Gain from equity offering of affiliate.....................        (40,638)
     Other......................................................         22,673       (5,523)         (293)      (5,891)
                                                                    -----------  -----------   -----------  ----------- 
                                                                        411,262      244,071       148,111      112,826
                                                                    -----------  -----------   -----------  ----------- 
  
  (LOSS) INCOME BEFORE INCOME TAX EXPENSE, MINORITY
     INTEREST AND EXTRAORDINARY ITEMS...........................        (40,245)     (34,172)      (19,019)       3,686
  
  INCOME TAX EXPENSE............................................         33,894       32,470         9,282       18,435
                                                                    -----------  -----------   -----------  ----------- 
  
  LOSS BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................        (74,139)     (66,642)      (28,301)     (14,749)
  
  MINORITY INTEREST.............................................        (47,423)     (34,767)      (18,329)     (12,796)
                                                                    -----------  -----------   -----------  ----------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................        (26,716)     (31,875)       (9,972)      (1,953)
  
  EXTRAORDINARY ITEMS...........................................         (1,013)      (5,407)                    (5,407)
                                                                    -----------  -----------   -----------  ----------- 
  
  NET LOSS......................................................        (27,729)     (37,282)       (9,972)      (7,360)
  
  ACCUMULATED DEFICIT
     Beginning of period .......................................     (1,914,292)  (1,827,647)   (2,030,633)  (1,868,738)
     Dividends declared - $.070, $.070, $.023 and 
       $.023 per common share ..................................        (18,918)     (16,758)       (7,864)      (5,589)
     Retirement of common stock.................................       (128,419)                   (40,889)
                                                                    -----------  -----------   -----------  ----------- 
     End of period..............................................    ($2,089,358) ($1,881,687)  ($2,089,358) ($1,881,687)
                                                                    ===========  ===========   ===========  =========== 
  
  LOSS PER SHARE
     Loss before extraordinary items............................          ($.11)       ($.13)        ($.04)       ($.01)
     Extraordinary items........................................                        (.02)                      (.02)
                                                                    -----------  -----------   -----------  ----------- 
          Net loss..............................................          ($.11)       ($.15)        ($.04)       ($.03)
                                                                    ===========  ===========   ===========  =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING DURING THE PERIOD...............................        236,189      239,634       233,318      239,819
                                                                    ===========  ===========   ===========  ===========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in thousands)
                                                                                      Nine Months Ended September 30,
                                                                                    1996                        1995
  OPERATING ACTIVITIES
     Net loss...............................................................      ($27,729)                    ($37,282)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation.........................................................       223,718                      278,610
       Amortization.........................................................       267,272                      256,065
       Non-cash interest expense, net.......................................        48,087                       41,403
       Equity in net losses of affiliates...................................        89,198                       63,534
       Gains on long-term investments, net..................................       (22,077)                    (162,682)
       Gain from equity offering of affiliate...............................       (40,638)
       Minority interest....................................................       (47,423)                     (34,767)
       Extraordinary items..................................................         1,013                        5,407
       Deferred income taxes and other......................................         4,474                      (14,356)
                                                                               -----------                   ---------- 
                                                                                   495,895                      395,932
  
       Decrease (increase) in accounts receivable, net......................        45,265                       (8,282)
       Increase in inventories, net.........................................       (11,834)                     (37,978)
       Increase in prepaid charges and other................................        (2,705)                     (16,261)
       (Decrease) increase in accounts payable and accrued expenses.........       (25,961)                      25,666
       Increase in accrued interest.........................................        26,666                       12,609
                                                                               -----------                   ---------- 
           Net cash provided by operating activities........................       527,326                      371,686
                                                                               -----------                   ---------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings...............................................       660,404                    3,111,856
     Retirement and repayment of debt.......................................      (486,755)                  (1,160,867)
     (Repurchases) issuances of common stock, net...........................      (169,662)                       2,726
     Equity contribution to a subsidiary....................................                                      6,556
     Dividends..............................................................       (18,918)                     (16,758)
     Other..................................................................        (4,294)                     (22,146)
                                                                               -----------                   ---------- 
           Net cash (used in) provided by financing activities..............       (19,225)                   1,921,367
                                                                               -----------                   ---------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired.....................................       (57,995)                  (1,371,074)
     Proceeds from sales (purchases) of short-term investments, net.........       270,546                      (81,809)
     Investments, principally in affiliates.................................      (447,622)                    (457,984)
     Proceeds from sales of long-term investments...........................       111,263                      400,749
     Additions to property and equipment....................................      (450,205)                    (476,571)
     Other..................................................................       (46,923)                     (25,194)
                                                                               -----------                   ---------- 
           Net cash used in investing activities............................      (620,936)                  (2,011,883)
                                                                               -----------                   ---------- 
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS..........................      (112,835)                     281,170
  
  CASH AND CASH EQUIVALENTS, beginning of period............................       539,061                      335,320
                                                                               -----------                   ---------- 
  
  CASH AND CASH EQUIVALENTS, end of period..................................      $426,226                     $616,490
                                                                               ===========                   ==========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated  balance  sheet  as  of  September  30,  1996,  the  condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       and  three  months  ended  September  30,  1996 and 1995 and the  condensed
       consolidated  statement of cash flows for the nine months  ended  September
       30, 1996 and 1995 have been prepared by Comcast Corporation (the "Company")
       and have not been audited by the  Company's  independent  auditors.  In the
       opinion of management, all adjustments (which include only normal recurring
       adjustments) necessary to present fairly the financial position, results of
       operations  and cash flows as of  September  30,  1996 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, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1996 are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during  the  period.  For the  nine  and  three  months  ended
       September 30, 1996 and 1995, the Company's common stock equivalents have an
       antidilutive  effect on net loss per share  and,  therefore,  have not been
       used in  determining  the total  weighted  average  number of common shares
       outstanding.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       Regional Sports Venture
       In July 1996, the Company  completed its  acquisition  (the "Sports Venture
       Acquisition")  of an  interest  of  approximately  66% in the  Philadelphia
       Flyers Limited Partnership,  a Pennsylvania  limited partnership  ("PFLP"),
       the assets of which, after giving effect to the Sports Venture Acquisition,
       consist of (i) the National Basketball Association ("NBA") franchise to own
       and operate the Philadelphia  76ers basketball team and related assets (the
       "Sixers"),  (ii) the National  Hockey League  ("NHL")  franchise to own and
       operate the Philadelphia  Flyers hockey team and related assets,  and (iii)
       two adjacent arenas,  leasehold interests in and development rights related
       to the land  underlying  the  arenas  and other  adjacent  parcels  of land
       located  in  Philadelphia,   Pennsylvania  (collectively,   the  "Arenas").
       Concurrent with the completion of the Sports Venture Acquisition,  PFLP was
       renamed Comcast Spectacor, L.P. ("Comcast-Spectacor").
  
                                          5
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The Sports Venture  Acquisition  was completed in two steps. In April 1996,
       the Company  purchased  the Sixers for $125.0  million in cash plus assumed
       net  liabilities  of  approximately  $11.0  million  through a  partnership
       controlled by the Company. To complete the Sports Venture  Acquisition,  in
       July 1996, the Company  contributed  its interest in the Sixers,  exchanged
       approximately  3.5 million  shares of the Company's  Class A Special Common
       Stock  (the  "Class A  Special  Common  Stock")  and  6,370  shares  of the
       Company's  newly  issued  5%  Series A  Convertible  Preferred  Stock  (the
       "Preferred  Stock"  - see Note 6) and paid  $15.0  million  in cash for its
       current   interest  in   Comcast-Spectacor.   The  remaining   interest  of
       approximately 34% in Comcast-Spectacor  is owned by a group,  including the
       former  majority  owner of PFLP,  who also  manages  Comcast-Spectacor.  In
       connection with the Sports Venture Acquisition,  Comcast-Spectacor  assumed
       the  outstanding  liabilities  relating  to  the  Sixers  and  the  Arenas,
       including  a mortgage  obligation  of  approximately  $155.0  million.  The
       Company  accounts  for its interest in  Comcast-Spectacor  under the equity
       method.
  
       Sprint Spectrum
       Effective  as of  January  1996,  the  Company,  Tele-Communications,  Inc.
       ("TCI"),   Cox   Communications,   Inc.  ("Cox")  and  Sprint   Corporation
       (collectively,  the  "Parents"),  and certain  subsidiaries of the Parents,
       entered into a series of agreements relating to their previously  announced
       joint venture (March 1995) to engage in the communications  business. Under
       an Amended and Restated Agreement of Limited  Partnership of MajorCo,  L.P.
       (known as "Sprint Spectrum"), the business of Sprint Spectrum is to provide
       wireless  telecommunications  services and will not include the  previously
       authorized business of providing local wireline  communications services to
       residences and businesses.  A partnership owned entirely by subsidiaries of
       the  Company  owns 15% of Sprint  Spectrum.  The Company  accounts  for its
       investment in Sprint Spectrum under the equity method (see Note 4).
  
       Scripps  Cable 
       In October 1995,  the Company  announced its agreement to acquire the cable
       television  operations ("Scripps Cable") of The E.W. Scripps Company ("E.W.
       Scripps") in exchange for shares of the  Company's  Class A Special  Common
       Stock worth $1.575  billion,  subject to certain closing  adjustments  (the
       "Scripps Transaction"). For purposes of determining the number of shares of
       Class A Special  Common Stock to be  delivered in the Scripps  Transaction,
       such stock will be valued on the basis of the average  closing price of the
       Class A Special  Common Stock on The Nasdaq Stock Market  ("Nasdaq") for 15
       trading days randomly selected from the 40 trading day period ending on the
       second  trading day prior to the closing date (the "Comcast  Share Price");
       provided  that the Comcast  Share Price will be no greater than $23.09 and,
       except as provided below, no less than $17.06 (the "Minimum Price").
  
       The closing price of the Class A Special Common Stock on Nasdaq on November
       4, 1996 was $15.188 per share, which is below the Minimum Price. Since July
       10, 1996,  when the closing  price of the Class A Special  Common Stock was
       $16.75, the Class A Special Common Stock has traded at closing prices below
       the Minimum  Price.  If the Comcast Share Price is below the Minimum Price,
       E.W.  Scripps  has the right,  but not the  obligation,  to  terminate  the
       agreement,  subject to the right of the Company to  increase  the number of
       shares of Class A  Special  Common  Stock to be  delivered  in the  Scripps
       Transaction  (i) to that number of shares that would have been delivered if
       the Comcast  Share  Price were not subject to the Minimum  Price or (ii) by
       such lower  number as E.W.  Scripps and the Company may agree.  The Company
       has informed E.W.  Scripps that if the Comcast Share Price is less than the
       Minimum  Price and if E.W.  Scripps  exercises  its rights to terminate the
       agreement,  the Company does not intend to elect to deliver any  additional
       shares of Class A Special Common Stock. The E.W. Scripps Board of Directors
       (the  "Scripps  Board") has  indicated  that it will not  proceed  with the
       Scripps  Transaction  if the Comcast Share Price is below the Minimum Price
       and the number of shares of Class A Special Common Stock to be delivered by
       the Company is less than the number that would have been  delivered  if the
       Minimum  Price were equal to the Comcast Share Price,  unless,  among other
       things, the Scripps Board receives an opinion from its financial advisor as
       to  the  fairness  from  a  financial  point  of  view  to  E.W.   Scripps'
       stockholders of the consideration to be paid under such circumstances.
  
                                          6
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Scripps  Cable  passes  more than 1.2  million  homes and serves  more than
       800,000   subscribers,   with  over  60%  of  its  subscribers  located  in
       Sacramento, California and Chattanooga and Knoxville, Tennessee. Subject to
       the foregoing  and certain other  conditions,  the Scripps  Transaction  is
       scheduled to close in November 1996.
  
       Share  Repurchase  Program  
       Concurrent  with the  announcement  of the Scripps  Transaction  in October
       1995, the Company announced that its Board of Directors authorized a market
       repurchase program (the "Repurchase Program") pursuant to which the Company
       may purchase,  at such times and on such terms as it deems appropriate,  up
       to $500.0  million  of its  outstanding  common  stock,  subject to certain
       restrictions and market conditions. Pursuant to the Repurchase Program, the
       Company  has   repurchased   shares  of  its  common  stock  for  aggregate
       consideration  of $185.8  million  through  September  30, 1996,  including
       $173.4  million and $56.8  million  during the nine and three  months ended
       September 30, 1996, respectively.
  
       As part of the Repurchase Program,  the Company has sold put options on 4.0
       million  shares of its Class A Special  Common Stock through  September 30,
       1996,  including  put options on 1.0 million of such shares sold during the
       nine months ended  September 30, 1996.  The put options give the holder the
       right to require the Company to repurchase such shares at specified  prices
       on specific  dates in January  through  March 1997.  The amount the Company
       would be obligated to pay to repurchase  such shares if all outstanding put
       options were exercised is $69.6 million.  This amount has been reclassified
       to a  temporary  equity  account in the  Company's  condensed  consolidated
       balance sheet as of September 30, 1996.
  
       Cellular Rebuild
       In 1995, the Company's  cellular division  purchased  approximately  $172.0
       million of switching and cell site  equipment  which  replaced the existing
       switching and cell site  equipment (the  "Cellular  Rebuild").  The Company
       substantially  completed the Cellular Rebuild during 1995. During the first
       quarter  of 1995,  the  Company  charged  approximately  $110.0  million to
       depreciation  expense which represented the difference between the net book
       value of the equipment  replaced and the residual  value  realized upon its
       disposal.
  
       QVC
       In February 1995, the Company and TCI acquired all of the outstanding stock
       of QVC,  Inc. and its  subsidiaries  ("QVC") not  previously  owned by them
       (approximately  65% of such  shares on a fully  diluted  basis) for $46, in
       cash,  per share  (the "QVC  Acquisition"),  representing  a total  cost of
       approximately $1.4 billion. The QVC Acquisition,  including the exercise of
       certain warrants held by the Company,  was financed with cash contributions
       from the Company and TCI of $296.3 million and $6.6 million,  respectively,
       borrowings  of $1.1 billion  under a $1.2  billion QVC credit  facility and
       existing cash and cash equivalents held by QVC.  Following the acquisition,
       the Company and TCI own, through their respective subsidiaries,  57.45% and
       42.55%,  respectively,  of  QVC.  The  Company  has  accounted  for the QVC
       Acquisition  under the purchase  method and QVC was  consolidated  with the
       Company effective February 1, 1995.
  
                                          7
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Pro Forma Results
       The following pro forma information for the nine months ended September 30,
       1995 has been  presented as if the QVC  Acquisition  occurred on January 1,
       1995. This unaudited pro forma  information is based on historical  results
       of  operations,  adjusted for  acquisition  costs,  and is not  necessarily
       indicative of what the results would have been had the Company operated QVC
       since such date.
                                      (Dollars in millions, except per share data)
                                                   Nine Months Ended
                                                 September 30, 1995 (1)
  
            Revenues ............................     $   2,487.8
  
            Loss before extraordinary items......           (36.8)
  
            Net loss ............................           (42.2)
  
            Net loss per share ..................            (.18)
  
       (1)  Effective  April 1,  1995,  QVC  commenced  consolidating  its  United
            Kingdom ("UK")  operations.  Pro forma revenues presented above do not
            reflect  revenues  relating to QVC's UK  operations  prior to April 1,
            1995.
  
                                          8
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS
  
       Investments - Equity Method
       Summarized  financial  information  for  equity  method  investments  is as
       follows (dollars in thousands):
  Nine Months Ended September 30, 1996                  Sprint Spectrum (a)     Other                Combined
  Combined Results of Operations
       Revenues, net...............................            $                  $624,550              $624,550
       Depreciation and amortization...............                  688           120,281               120,969
       Operating loss..............................             (122,655)         (104,739)             (227,394)
       Net loss as reported
          by affiliates............................             (243,508)         (172,802)             (416,310)
  
     Company's Equity in Net Loss
       Equity in current period net loss...........             ($36,526)         ($49,245)             ($85,771)
       Amortization income (expense) (b)...........                  636            (4,063)               (3,427)
                                                                --------          --------              -------- 
  
         Total equity in net loss..................             ($35,890)         ($53,308)             ($89,198)
                                                                ========          ========              ======== 
  
     Three Months Ended September 30, 1996                 Sprint Spectrum (a)     Other                Combined
  
     Combined Results of Operations
       Revenues, net...............................          $                    $178,777              $178,777
       Depreciation and amortization...............                  384            29,199                29,583
       Operating loss..............................              (46,898)          (31,622)              (78,520)
       Net loss as reported
          by affiliates............................              (90,837)          (45,660)             (136,497)
  
     Company's Equity in Net Loss
       Equity in current period net loss...........             ($13,625)         ($14,045)             ($27,670)
       Amortization expense (b)....................                                 (1,207)               (1,207)
                                                                --------          --------              -------- 
         Total equity in net loss..................             ($13,625)         ($15,252)             ($28,877)
                                                                ========          ========              ======== 
  
     As of September 30, 1996                              Sprint Spectrum (a)     Other                Combined
  
     Combined Financial Position
       Current assets..............................              $35,917        $1,807,083            $1,843,000
       Noncurrent assets...........................            2,525,411         2,306,286             4,831,697
       Current liabilities.........................               71,866           833,410               905,276
       Noncurrent liabilities......................               17,078         2,179,821             2,196,899
  ---------------
  (a)  See footnote (1) on page 10.
  (b)  See footnote (3) on page 10.
  9
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  Three Months        Nine Months                   Three Months
                                                         Ended              Ended                          Ended
                                                    January 31, 1995 September 30, 1995             September 30, 1995
                                                        QVC (2)             Other        Combined      Combined (2)
  Combined Results of Operations
       Revenues, net...............................     $425,921          $450,546       $876,467       $160,893
       Depreciation and amortization...............       12,992           109,006        121,998         38,941
       Operating income (loss).....................       58,247          (163,777)      (105,530)       (64,228)
       Net income (loss) as reported
          by affiliates............................       28,333          (238,461)      (210,128)       (92,587)
  
     Company's Equity in Net Income (Loss)
       Equity in current period net income (loss)..       $4,286          ($64,071)      ($59,785)      ($24,101)
       Amortization income (expense) (3)...........        1,194            (4,943)        (3,749)        (1,527)
                                                        --------          --------       --------       --------
         Total equity in net income (loss).........       $5,480          ($69,014)      ($63,534)      ($25,628)
                                                        ========          ========       ========       ========
  (1)  The  Company's  equity  interest  in  Sprint  Spectrum's  net  loss is
            recorded  three  months  in  arrears.   Accordingly,   the  summarized
            financial  information  presented  above  includes  Sprint  Spectrum's
            results of  operations  for the nine and three  months  ended June 30,
            1996 and its financial position as of June 30, 1996.
       (2)  Through  January 31,  1995,  QVC's fiscal year end was January 31, and
            therefore,  the  Company  recorded  its equity  interest  in QVC's net
            income two months in arrears.  For the nine months ended September 30,
            1995, the Company recorded its equity interest in QVC's net income for
            the period from November 1, 1994 through  January 31, 1995,  which was
            not  previously  recorded by the Company.  The effect of this one-time
            adjustment was not significant to the Company's results of operations.
            Effective   February  1,  1995,   QVC's  results  of  operations  were
            consolidated with the Company.
       (3)  The  differences  between the Company's  recorded  investments and its
            proportionate interests in the book value of the investees' net assets
            are 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.
  Through  June  27,  1996,   the  Company  held   investments   in  Teleport
       Communications  Group Inc.  ("TCGI"),  TCG Partners and certain local joint
       ventures (the "Joint Ventures")  managed by TCGI and TCG Partners.  On June
       27, 1996, TCGI sold  approximately  27 million shares of its Class A Common
       Stock (the  "TCGI  Class A Stock")  for $16 per share in an initial  public
       offering (the "IPO").  In connection  with the IPO,  TCGI,  the Company and
       subsidiaries of Cox, TCI and  Continental  Cablevision  ("Continental"  and
       collectively  with Cox,  TCI and the  Company,  the  "Cable  Stockholders")
       entered  into  a  reorganization  agreement  pursuant  to  which  TCGI  was
       reorganized (the "Reorganization").  The Reorganization consisted of, among
       other  things:  (i)  the  acquisition  by TCGI of TCG  Partners;  (ii)  the
       acquisition  by  TCGI  of  additional   interests  in  the  Joint  Ventures
       (including  100% of those  interests  held by the  Company);  and (iii) the
       contribution  to TCGI of  $269.0  million  aggregate  principal  amount  of
       indebtedness,  plus  accrued  interest  thereon,  owed by TCGI to the Cable
       Stockholders  (including $53.8 million principal amount and $4.1 million of
       accrued   interest   owed  to  the  Company).   In   connection   with  the
       Reorganization,  the Company received 25.6 million shares of TCGI's Class B
       Common  Stock (the "TCGI Class B Stock").  Each share of TCGI Class B Stock
       is entitled to voting power  equivalent to ten shares of TCGI Class A Stock
       and is  convertible,  at the option of the  holder,  into one share of TCGI
       Class A  Stock.  The  Company  recorded  a $40.6  million  increase  in its
       proportionate  share of TCGI's net assets as a gain from equity offering of
       affiliate  in  its  condensed  consolidated  statement  of  operations  and
       accumulated  deficit for the nine months ended  September  30, 1996.  After
       giving effect to the  Reorganization and the IPO, the Company owns 19.5% of
       the outstanding TCGI Class B Stock representing a 19.1% voting interest and
       a 16.1% equity interest.  The Company continues to account for its interest
       in TCGI under the equity  method.  Assuming  conversion of the TCGI Class B
       Stock held by the Company into TCGI Class A Stock, the Company's investment
       would  have a fair  value of  approximately  $605.3  million,  based on the
       quoted market price of the TCGI Class A Stock as of September 30, 1996.
  
                                         10
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Investments - Public Companies
       In February  1996,  in  connection  with certain  preemptive  rights of the
       Company under previously  existing  agreements with Nextel  Communications,
       Inc. ("Nextel"),  the Company purchased  approximately 8.16 million shares,
       classified  as long-term  investments  available for sale, of Nextel common
       stock at $12.25 per share, for a total cost of $99.9 million.
  
       During the nine and three months ended September 30, 1996, the Company sold
       5.6 million shares and 1.2 million shares,  respectively,  of Nextel common
       stock for $105.4  million and $19.9 million,  respectively,  and recognized
       pre-tax  gains  of  $35.4  million  and  $5.8  million,   respectively,  as
       investment income in its condensed consolidated statement of operations and
       accumulated  deficit.  During the nine and three months ended September 30,
       1995,  the Company  sold 11.3  million  shares of Nextel  common  stock for
       $212.6 million and recognized a pre-tax gain of $36.2 million as investment
       income  in  its  condensed   consolidated   statement  of  operations   and
       accumulated deficit.
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $149.2  million  and $115.9
       million as of September 30, 1996 and December 31, 1995,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $199.5  million  and $150.1
       million as of September 30, 1996 and December 31, 1995,  respectively.  The
       unrealized  pre-tax gains as of September 30, 1996 and December 31, 1995 of
       $50.3 million and $34.2  million,  respectively,  have been reported in the
       Company's   condensed   consolidated   balance   sheet  as   decreases   in
       stockholders'  deficiency,  net of related  deferred  income taxes of $17.6
       million and $12.0 million, respectively.
  
       As a result of the merger of Time Warner,  Inc.  ("Time Warner") and Turner
       Broadcasting  System,  Inc.  ("TBS"),  which was consummated on October 10,
       1996 (the "Merger Date"),  the Company received  approximately 1.36 million
       shares of Time Warner  common stock (the "Time  Warner  Stock") in exchange
       for all of the  shares of TBS stock  held by the  Company  as of the Merger
       Date.  The closing market price of the Time Warner Stock on the Merger Date
       was  $41.375  per  share.  The  Company's  investment  in  TBS,  which  was
       classified as a long-term investment  available for sale, had an historical
       cost of approximately $8.9 million.
  
       Investments  -  Privately  Held  Companies  
       In  January  1995,  the  Company  exchanged  its  investments  in  Heritage
       Communications,    Inc.   with   TCI   for   approximately   13.3   million
       publicly-traded  Class A common  shares of TCI with a fair market  value of
       approximately  $290.0  million.   Shortly  thereafter,   the  Company  sold
       approximately  9.1 million  unrestricted  TCI shares for total  proceeds of
       $188.1 million. As a result of these transactions, the Company recognized a
       pre-tax  gain of $141.0  million  as  investment  income  in its  condensed
       consolidated  statement of operations and accumulated  deficit in the first
       quarter of 1995.
  
  5.   LONG-TERM DEBT
  
       In May 1995,  the Company  issued $250.0  million  principal  amount of its
       9-3/8% senior subordinated debentures due 2005.
  
       In May 1996, the Company expensed  unamortized  debt  acquisition  costs of
       $1.8  million  in  connection  with  the  prepayment  of  a  portion  of  a
       subsidiary's  outstanding debt,  resulting in an extraordinary loss, net of
       tax, of $1.0 million.
  
       The Company incurred debt extinguishment costs totaling $8.3 million during
       the  nine and  three  months  ended  September  30,  1995,  as a result  of
       refinancing  the  indebtedness  of certain  subsidiaries,  resulting  in an
       extraordinary loss, net of tax, of $5.4 million or $.02 per share.
  
                                         11
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  6.   PREFERRED STOCK
  
       In July 1996, in connection with the Sports Venture  Acquisition  (see Note
       3), the Company  issued  6,370 shares of  Preferred  Stock.  Each holder of
       shares of the  Preferred  Stock is  entitled  to  receive  cumulative  cash
       dividends  at the  annual  rate of $250 per  share,  payable  quarterly  in
       arrears.  The Preferred Stock is redeemable,  at the option of the Company,
       beginning  in July  1999 at a  redemption  price of $5,000  per share  plus
       accrued and unpaid dividends,  subject to certain conditions and conversion
       adjustments.  The  Preferred  Stock is  convertible,  at the  option of the
       holder,  into shares of the  Company's  Class A Special  Common  Stock at a
       ratio of 209.1175  shares of Class A Special Common Stock for each share of
       Preferred  Stock,  subject  to  certain  conditions.  The  holders  of  the
       Preferred  Stock are not entitled to any voting  rights except as otherwise
       provided by the Company's Articles of Incorporation or by applicable law.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made interest payments of $329.0 million, $334.4 million, $99.2
       million and $124.3 million during the nine and three months ended September
       30, 1996 and 1995, respectively.
  
       The Company made cash  payments for income  taxes of $77.7  million,  $24.4
       million,  $15.5 million,  and $5.3 million during the nine and three months
       ended September 30, 1996 and 1995, respectively.
  
  8.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  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.
  
                                         12
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  9.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  Domestic
                                                       Cable        Electronic      Cellular       Corporate
                                                  Communications     Retailing   Communications   and Other (1)     Total
  Nine Months Ended September 30, 1996
  Revenues, net...............................      $1,170,951     $1,286,869       $317,116         $95,933     $2,870,869
  Depreciation and amortization...............         286,438         78,904         84,790          40,858        490,990
  Operating income (loss).....................         292,442        129,742         34,036         (85,203)       371,017
  Interest expense............................         168,144         50,458         68,357         116,776        403,735
  Capital expenditures........................         203,841         38,864         69,026         138,474        450,205
  Equity in net (losses) income of
      affiliates..............................         (15,565)           159                        (73,792)       (89,198)
  
  Three Months Ended September 30, 1996
  Revenues, net...............................        $392,619       $431,023       $110,020         $40,901       $974,563
  Depreciation and amortization...............          95,753         27,023         28,017          15,925        166,718
  Operating income (loss).....................          98,122         42,215         19,722         (30,967)       129,092
  Interest expense............................          57,490         15,405         24,384          38,463        135,742
  Capital expenditures........................          67,025         19,317         32,475          52,483        171,300
  Equity in net (losses) income of
      affiliates..............................          (7,121)            75                        (21,831)       (28,877)
  
  As of September 30, 1996
  Assets......................................      $4,788,713     $2,092,483     $1,361,983      $1,586,129     $9,829,308
  Long-term debt, less current portion........       3,149,912        875,293      1,100,985       2,107,555      7,233,745
  
  Nine Months Ended September 30, 1995
  Revenues, net...............................      $1,078,033       $975,917       $274,243         $29,234     $2,357,427
  Depreciation and amortization...............         278,862         61,810        177,205          16,798        534,675
  Operating income (loss).....................         250,793         93,266        (66,469)        (67,691)       209,899
  Interest expense............................         185,371         55,275         54,062          93,659        388,367
  Capital expenditures........................         180,437         15,937        191,983          88,214        476,571
  Equity in net (losses) income of
      affiliates..............................         (12,143)           428                        (51,819)       (63,534)
  
  Three Months Ended September 30, 1995
  Revenues, net...............................        $368,453       $391,491        $97,830         $12,475       $870,249
  Depreciation and amortization...............          95,196         24,804         21,981           5,651        147,632
  Operating income (loss).....................          86,759         34,901         17,974         (23,122)       116,512
  Interest expense............................          61,467         20,459         18,485          37,405        137,816
  Capital expenditures........................          69,395          7,465         24,020          36,731        137,611
  Equity in net losses of affiliates..........          (5,222)          (180)                       (20,226)       (25,628)
  ---------------
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  13
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash, cash equivalents and short-term investments.
  
  General Developments of Business
  
  Regional Sports Venture 
  In July 1996,  the  Company  completed  its  acquisition  (the  "Sports  Venture
  Acquisition")  of an interest of approximately  66% in the  Philadelphia  Flyers
  Limited Partnership,  a Pennsylvania limited partnership ("PFLP"), the assets of
  which, after giving effect to the Sports Venture Acquisition, consist of (i) the
  National  Basketball  Association  ("NBA")  franchise  to own  and  operate  the
  Philadelphia  76ers basketball team and related assets (the "Sixers"),  (ii) the
  National  Hockey League  ("NHL")  franchise to own and operate the  Philadelphia
  Flyers hockey team and related assets, and (iii) two adjacent arenas,  leasehold
  interests in and  development  rights related to the land  underlying the arenas
  and  other  adjacent  parcels  of land  located  in  Philadelphia,  Pennsylvania
  (collectively,  the  "Arenas").  Concurrent  with the  completion  of the Sports
  Venture    Acquisition,    PFLP    was    renamed    Comcast-Spectacor,     L.P.
  ("Comcast-Spectacor").
  
  The Sports Venture  Acquisition  was completed in two steps.  In April 1996, the
  Company  purchased  the  Sixers  for $125.0  million  in cash plus  assumed  net
  liabilities of approximately  $11.0 million through a partnership  controlled by
  the  Company.  To complete the Sports  Venture  Acquisition,  in July 1996,  the
  Company  contributed  its interest in the Sixers,  exchanged  approximately  3.5
  million  shares of the  Company's  Class A Special  Common  Stock (the  "Class A
  Special Common Stock") and 6,370 shares of the Company's  newly issued 5% Series
  A Convertible Preferred Stock (the "Preferred Stock"), which is convertible into
  approximately  1.3 million  shares of Class A Special  Common Stock  (subject to
  certain  conversion  adjustments) and paid $15.0 million in cash for its current
  interest in  Comcast-Spectacor.  The remaining  interest of approximately 34% in
  Comcast-Spectacor  is owned by a group,  including the former  majority owner of
  PFLP, who also manages Comcast-Spectacor.  In connection with the Sports Venture
  Acquisition,  Comcast-Spectacor  assumed the outstanding liabilities relating to
  the Sixers and the Arenas,  including  a mortgage  obligation  of  approximately
  $155.0 million. The Company accounts for its interest in Comcast-Spectacor under
  the equity method.
  
  Sprint Spectrum
  Effective as of January 1996, the Company,  Tele-Communications,  Inc.  ("TCI"),
  Cox  Communications,  Inc.  ("Cox") and Sprint  Corporation  (collectively,  the
  "Parents"),   and   certain   subsidiaries   of  the   Parents   (the   "Partner
  Subsidiaries"), entered into a series of agreements relating to their previously
  announced joint venture (March 1995) to engage in the  communications  business.
  Under an Amended and Restated Agreement of Limited Partnership (the "Partnership
  Agreement")  of MajorCo,  L.P.  (known as "Sprint  Spectrum"),  the  business of
  Sprint Spectrum is to provide wireless  telecommunications services and will not
  include  the  previously   authorized   business  of  providing  local  wireline
  communications  services to  residences  and  businesses.  A  partnership  owned
  entirely by subsidiaries of the Company owns 15% of Sprint Spectrum. The Company
  accounts for its investment in Sprint Spectrum under the equity method.
  
                                         14
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Scripps Cable
  In October  1995,  the  Company  announced  its  agreement  to acquire the cable
  television  operations  ("Scripps  Cable") of The E.W.  Scripps  Company  ("E.W.
  Scripps") in exchange for shares of the Company's  Class A Special  Common Stock
  worth $1.575  billion,  subject to certain  closing  adjustments  (the  "Scripps
  Transaction").  For  purposes  of  determining  the  number of shares of Class A
  Special Common Stock to be delivered in the Scripps Transaction, such stock will
  be  valued  on the  basis of the  average  closing  price of the Class A Special
  Common Stock on The Nasdaq Stock Market  ("Nasdaq") for 15 trading days randomly
  selected from the 40 trading day period  ending on the second  trading day prior
  to the closing date (the "Comcast Share Price"); provided that the Comcast Share
  Price will be no greater than $23.09 and, except as provided below, no less than
  $17.06 (the "Minimum Price").
  
  The closing  price of the Class A Special  Common Stock on Nasdaq on November 4,
  1996 was $15.188 per share,  which is below the  Minimum  Price.  Since July 10,
  1996, when the closing price of the Class A Special Common Stock was $16.75, the
  Class A Special  Common  Stock has traded at closing  prices  below the  Minimum
  Price. If the Comcast Share Price is below the Minimum Price,  E.W.  Scripps has
  the right,  but not the obligation,  to terminate the agreement,  subject to the
  right of the Company to increase the number of shares of Class A Special  Common
  Stock to be  delivered in the Scripps  Transaction  (i) to that number of shares
  that would have been  delivered  if the Comcast  Share Price were not subject to
  the Minimum  Price or (ii) by such lower number as E.W.  Scripps and the Company
  may agree. The Company has informed E.W. Scripps that if the Comcast Share Price
  is less than the  Minimum  Price and if E.W.  Scripps  exercises  its  rights to
  terminate  the  agreement,  the Company  does not intend to elect to deliver any
  additional  shares of Class A Special  Common Stock.  The E.W.  Scripps Board of
  Directors (the "Scripps  Board") has indicated that it will not proceed with the
  Scripps  Transaction  if the Comcast  Share Price is below the Minimum Price and
  the  number of shares of Class A Special  Common  Stock to be  delivered  by the
  Company is less than the number  that would have been  delivered  if the Minimum
  Price were equal to the Comcast Share Price,  unless,  among other  things,  the
  Scripps Board receives an opinion from its financial  advisor as to the fairness
  from  a  financial  point  of  view  to  E.W.   Scripps'   stockholders  of  the
  consideration to be paid under such circumstances.
  
  Scripps  Cable  passes more than 1.2 million  homes and serves more than 800,000
  subscribers, with over 60% of its subscribers located in Sacramento,  California
  and Chattanooga and Knoxville,  Tennessee.  Subject to the foregoing and certain
  other  conditions,  the Scripps  Transaction  is  scheduled to close in November
  1996.
  
  Share Repurchase Program
  Concurrent with the announcement of the Scripps Transaction in October 1995, the
  Company  announced  that its Board of Directors  authorized a market  repurchase
  program (the "Repurchase  Program")  pursuant to which the Company may purchase,
  at such times and on such terms as it deems appropriate, up to $500.0 million of
  its  outstanding  common  stock,  subject  to  certain  restrictions  and market
  conditions.  Pursuant to the  Repurchase  Program,  the Company has  repurchased
  shares of its common stock for aggregate consideration of $185.8 million through
  September 30, 1996,  including  $173.4 million and $56.8 million during the nine
  and three months ended September 30, 1996, respectively.
  
  QVC
  In February 1995, the Company and TCI acquired all of the  outstanding  stock of
  QVC,  Inc.  and  its   subsidiaries   ("QVC")  not  previously   owned  by  them
  (approximately  65% of such shares on a fully  diluted  basis) for $46, in cash,
  per share (the "QVC  Acquisition"),  representing a total cost of  approximately
  $1.4 billion.  The QVC  Acquisition,  including the exercise of certain warrants
  held by the Company,  was financed with cash  contributions from the Company and
  TCI of $296.3 million and $6.6 million, respectively, borrowings of $1.1 billion
  under a $1.2 billion QVC credit facility and existing cash and cash  equivalents
  held by QVC.  Following the acquisition,  the Company and TCI own, through their
  respective subsidiaries,  57.45% and 42.55%,  respectively,  of QVC. The Company
  has  accounted  for the QVC  Acquisition  under the purchase  method and QVC was
  consolidated with the Company effective February 1, 1995.
  
                                         15
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term investments as of September
  30, 1996 were $526.7  million.  As of September 30, 1996,  approximately  $424.3
  million of the Company's cash, cash  equivalents and short-term  investments was
  restricted  to use by  subsidiaries  of the Company under  contractual  or other
  arrangements,  including approximately $233.0 million which is restricted to use
  by Comcast UK Cable Partners Limited ("Comcast UK Cable").
  
  The Company's cash, cash equivalents and short-term  investments are recorded at
  cost  which  approximates  their fair  value.  As of  September  30,  1996,  the
  Company's  short-term  investments  of $100.4  million  had a  weighted  average
  maturity of approximately 12 months.
  
  Investments
  In connection  with the Sports  Venture  Acquisition,  the Company has agreed to
  lend up to $50.0 million to Comcast-Spectacor,  on a subordinated  basis, in the
  event that Comcast-Spectacor is unable to obtain financing from other sources.
  
  Under the provisions of the Partnership Agreement, the Partner Subsidiaries have
  committed to contribute $4.2 billion in cash to Sprint Spectrum through 1999, of
  which the Company's share is $630.0 million.  Of this funding  requirement,  the
  Company has made total cash  contributions  to Sprint Spectrum of $446.8 million
  through  September 30, 1996. The Company  expects to fund its remaining share of
  the $4.2 billion  commitment by the end of 1997.  The Company  anticipates  that
  Sprint  Spectrum's  capital  requirements  over the next  several  years will be
  significant.  Requirements  in excess of  committed  capital  are  planned to be
  funded by Sprint Spectrum through external financing, including, but not limited
  to, vendor  financing,  bank financing and securities  offered to the public. In
  August 1996, Sprint Spectrum sold $750.0 million principal amount at maturity of
  Senior  Notes and Senior  Discount  Notes due in 2006 in a public  offering.  In
  October 1996, Sprint Spectrum closed three credit  agreements  providing a total
  of $5.1 billion in available financing, including $2.0 billion in bank financing
  and $3.1  billion in vendor  financing.  The timing of the  Company's  remaining
  capital  contributions to Sprint Spectrum is dependent upon a number of factors,
  including  Sprint   Spectrum's   working  capital   requirements.   The  Company
  anticipates funding its remaining capital commitments to Sprint Spectrum through
  its cash flows from operating  activities,  its existing cash, cash equivalents,
  short-term investments and lines of credit or other external financing,  or by a
  combination of these sources.
  
  In February 1996, in connection  with certain  preemptive  rights of the Company
  under  previously   existing   agreements  with  Nextel   Communications,   Inc.
  ("Nextel"),  the Company purchased approximately 8.16 million shares, classified
  as long-term  investments  available  for sale, of Nextel common stock at $12.25
  per share,  for a total cost of $99.9  million.  The Company  continues  to hold
  options,  which expire in September  1997,  to acquire an  additional 25 million
  shares of Nextel common stock at $16 per share.
  
  During the nine and three months ended  September 30, 1996, the Company sold 5.6
  million shares and 1.2 million shares, respectively,  of Nextel common stock for
  $105.4 million and $19.9 million,  respectively, and recognized pre-tax gains of
  $35.4  million  and $5.8  million,  respectively,  as  investment  income in its
  condensed  consolidated  statement of operations  and  accumulated  deficit (the
  "1996 Nextel Gains"). During the nine and three months ended September 30, 1995,
  the Company sold 11.3 million  shares of Nextel common stock for $212.6  million
  and  recognized  a pre-tax  gain of $36.2  million as  investment  income in its
  condensed  consolidated  statement of operations  and  accumulated  deficit (the
  "1995 Nextel Gain").
  
  As a result of the  merger of Time  Warner,  Inc.  ("Time  Warner")  and  Turner
  Broadcasting  System,  Inc.  ("TBS"),  which was consummated on October 10, 1996
  (the "Merger Date"),  the Company received  approximately 1.36 million shares of
  Time Warner  common stock (the "Time  Warner  Stock") in exchange for all of the
  shares of TBS stock  held by the  Company  as of the Merger  Date.  The  closing
  market  price of the Time Warner Stock on the Merger Date was $41.375 per share.
  The Company's investment in TBS, which was
  
                                         16
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  classified as a long-term  investment available for sale, had an historical cost
  of approximately $8.9 million.
  
  The Company does not have any  additional  significant  contractual  commitments
  with respect to any of its investments.  However, to the extent the Company does
  not fund its  investees'  capital  calls,  it exposes  itself to dilution of its
  ownership interests.
  
  Financing 
  As part of the  Repurchase  Program,  the  Company  has sold put  options on 4.0
  million shares of its Class A Special  Common Stock through  September 30, 1996,
  including  put options on 1.0 million of such shares sold during the nine months
  ended  September 30, 1996.  The put options give the holder the right to require
  the Company to repurchase  such shares at specified  prices on specific dates in
  January  through March 1997. The amount the Company would be obligated to pay to
  repurchase  such shares if all  outstanding  put options were exercised is $69.6
  million.  This amount has been reclassified to a temporary equity account in the
  Company's condensed consolidated balance sheet as of September 30, 1996.
  
                              -------------------------
  
  The  Company  expects to  recognize  significant  losses and to  continue to pay
  dividends;  therefore, it anticipates that it will continue to have a deficiency
  in  stockholders'  equity that will increase through the date of consummation of
  the Scripps Transaction. If the Scripps Transaction is consummated,  the Company
  will no longer have a deficiency in stockholders'  equity;  however, the Company
  expects to recognize losses for the foreseeable  future,  resulting in decreases
  in stockholders' equity. The  telecommunications  industry,  including cable and
  cellular communications,  and the electronic retailing industry are experiencing
  increasing  competition and rapid  technological  changes.  The Company's future
  results of operations will be affected by its ability to react to changes in the
  competitive  environment  and by its  ability  to  implement  new  technologies.
  However,  management  believes that competition,  technological  changes and its
  significant losses and deficiency in stockholders' equity will not significantly
  affect its ability to obtain financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments and lines of credit and other external financing.
  
                                         17
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Statement of Cash Flows
  
  Cash and cash equivalents decreased $112.8 million as of September 30, 1996 from
  December 31, 1995 and  increased  $281.2  million as of September  30, 1995 from
  December 31, 1994. Changes in cash and cash equivalents resulted from cash flows
  from operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities amounted to $527.3 million and $371.7
  million for the nine months ended September 30, 1996 and 1995, respectively. The
  increase of $155.6  million is due to changes in working  capital as a result of
  the  timing  of  receipts  and  disbursements,  the  increase  in the  Company's
  operating  income  before   depreciation  and  amortization   (see  "Results  of
  Operations") and the effects of the QVC Acquisition.
  
  Net cash (used in) provided by financing activities was ($19.2) million and $1.9
  billion for the nine months  ended  September  30, 1996 and 1995,  respectively.
  During the nine months ended  September 30, 1996,  the Company  borrowed  $660.4
  million under its existing lines of credit and repaid $486.8 million,  including
  the  effects of  refinancings  and $88.9  million of  repayments  under a vendor
  financing  arrangement.  In addition,  the Company repurchased $173.4 million of
  its common  stock during the nine months ended  September  30, 1996.  During the
  nine months  ended  September  30,  1995,  the  Company  borrowed  $3.1  billion
  consisting  primarily of $1.1 billion in  connection  with the QVC  Acquisition,
  $1.1  billion  in  connection  with the  refinancing  of  certain  subsidiaries'
  indebtedness,  $300.9  million  for  the  funding  of  Sprint  Spectrum  and the
  Company's  $250.0  million  principal  amount  of  9-3/8%  senior   subordinated
  debentures due 2005. In addition,  the Company redeemed and retired $1.2 billion
  of  its  long-term  debt,  including  $904.8  million  in  connection  with  the
  refinancing of certain subsidiaries' indebtedness.
  
  Net cash used in investing  activities  was $620.9  million and $2.0 billion for
  the nine months ended September 30, 1996 and 1995, respectively. During the nine
  months ended September 30, 1996, net cash used in investing  activities includes
  investments  in  affiliates  of $447.6  million,  including  $159.5  million  in
  connection with the Sports Venture Acquisition,  capital contributions to Sprint
  Spectrum of $100.7  million and the purchase of Nextel shares of $99.9  million,
  and  additions to property and equipment of $450.2  million,  offset by proceeds
  from the sales of  short-term  and  long-term  investments  of  $381.8  million,
  including $105.4 million from the sale of Nextel shares.  During the nine months
  ended September 30, 1995, net cash used in investing activities includes the QVC
  Acquisition, net of cash acquired, of $1.3 billion, investments in affiliates of
  $458.0 million,  including  capital  contributions  to Sprint Spectrum of $320.7
  million, additions to property and equipment of $476.6 million and net purchases
  of short-term investments of $81.8 million. Such amounts were offset by proceeds
  from sales of long-term investments of $400.7 million.
  
  Results of Operations
  
  The effects of the Company's recent acquisitions were to increase  significantly
  the Company's  revenues and expenses  resulting in substantial  increases in its
  operating income before  depreciation and  amortization,  depreciation  expense,
  amortization  expense and interest  expense (see "Operating  Results by Business
  Segment"  following).  As a result of the  increases  in  depreciation  expense,
  amortization expense and interest expense associated with these acquisitions and
  their  financing,  it is expected  that the Company will  recognize  significant
  losses for the foreseeable future.
  
                                         18
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Summarized  consolidated  financial information for the Company for the nine and
  three  months  ended  September  30,  1996 and 1995 is as  follows  (dollars  in
  millions, "NM" denotes percentage is not meaningful):
  Nine Months Ended
                                                                       September 30,         Increase / (Decrease)
                                                                     1996         1995           $            %
  Revenues, net.............................................       $2,870.9     $2,357.4      $513.5        21.8%
  Cost of goods sold from electronic retailing..............          774.7        584.6       190.1        32.5
  Operating, selling, general and administrative expenses...        1,234.2      1,028.2       206.0        20.0
                                                                     ------       ------
  Operating income before depreciation and
     amortization (1) ......................................          862.0        744.6       117.4        15.8
  Depreciation..............................................          223.7        278.6       (54.9)      (19.7)
  Amortization..............................................          267.3        256.1        11.2         4.4
                                                                     ------       ------
  Operating income..........................................          371.0        209.9       161.1        76.8
                                                                     ------       ------
  Interest expense..........................................          403.7        388.4        15.3         3.9
  Investment income.........................................          (63.7)      (202.3)     (138.6)      (68.5)
  Equity in net losses of affiliates........................           89.2         63.5        25.7        40.5
  Gain from equity offering of affiliate....................          (40.6)                    40.6          NM
  Other.....................................................           22.6         (5.5)       28.1          NM
  Income tax expense........................................           33.9         32.5         1.4         4.3
  Minority interest.........................................          (47.4)       (34.8)       12.6        36.2
  Extraordinary items.......................................            1.0          5.4        (4.4)      (81.5)
                                                                     ------       ------
  Net loss..................................................         ($27.7)      ($37.3)      ($9.6)      (25.7%)
                                                                     ======       ======
  
                                                                      Three Months Ended
                                                                        September 30,        Increase / (Decrease)
                                                                      1996         1995          $            %
  
  Revenues, net.............................................         $974.6       $870.2      $104.4        12.0%
  Cost of goods sold from electronic retailing..............          262.3        234.4        27.9        11.9
  Operating, selling, general and administrative expenses...          416.5        371.7        44.8        12.1
                                                                     ------       ------
  
  Operating income before depreciation and
     amortization (1) ......................................          295.8        264.1        31.7        12.0
  Depreciation..............................................           78.3         59.2        19.1        32.3
  Amortization..............................................           88.4         88.4
                                                                     ------       ------
  
  Operating income..........................................          129.1        116.5        12.6        10.8
                                                                     ------       ------
  
  Interest expense..........................................          135.7        137.8        (2.1)       (1.5)
  Investment income.........................................          (16.2)       (44.7)      (28.5)      (63.8)
  Equity in net losses of affiliates........................           28.9         25.6         3.3        12.9
  Other.....................................................           (0.3)        (5.9)       (5.6)      (94.9)
  Income tax expense........................................            9.3         18.4        (9.1)      (49.5)
  Minority interest.........................................          (18.3)       (12.8)        5.5        43.0
  Extraordinary items.......................................                         5.4        (5.4)        NM
                                                                     ------       ------
  
  Net loss..................................................         ($10.0)       ($7.3)       $2.7        37.0%
                                                                    =======      =======
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's businesses and the resulting significant level of non-cash
  
                                         19
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
       depreciation  expense  and  amortization  expense,  operating  cash flow is
       frequently   used  as  one  of  the  bases  for  evaluating  the  Company's
       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.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following  table sets forth  operating  results for the  Company's  domestic
  cable communications segment (dollars in millions).
  Nine Months Ended
                                                            September 30,                        Increase
                                                       1996              1995               $                 %
  Service income.................................     $1,170.9         $1,078.0            $92.9             8.6%
  Operating, selling, general and
       administrative expenses...................        592.0            548.3             43.7             8.0
                                                      --------         --------            -----
  Operating income before depreciation
       and amortization (a)......................       $578.9           $529.7            $49.2             9.3%
                                                        ======           ======            =====
  
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                        1996              1995               $                 %
  Service income.................................       $392.6           $368.5            $24.1             6.5%
  Operating, selling, general and
       administrative expenses...................        198.7            186.5             12.2             6.5
                                                      --------         --------            -----
  Operating income before depreciation
       and amortization (a)......................       $193.9           $182.0            $11.9             6.5%
                                                        ======           ======            =====
  ---------------
  (a) See footnote (1) on page 19.
  Of the  increases in service  income of $92.9  million and $24.1 million for the
  nine and three month  periods from 1995 to 1996,  $25.6 million and $8.2 million
  are attributable to subscriber growth, $57.5 million and $16.3 million relate to
  changes in rates,  $4.7 million and $0.3 million are  attributable  to growth in
  advertising  sales and $5.1 million and ($0.7)  million  relate to other product
  offerings.
  
  Of the $43.7 million and $12.2 million increases in operating,  selling, general
  and  administrative  expenses for the nine and three month  periods from 1995 to
  1996,  $20.9 million and $5.8 million are attributable to increases in the costs
  of cable programming as a result of subscriber  growth,  additional  programming
  offerings  and changes in rates and $22.8  million and $6.4 million  result from
  increases  in the  cost of  labor  and  other  volume  related  expenses.  It is
  anticipated  that the Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
                                         20
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Electronic Retailing
  
  As a result of the QVC  Acquisition,  the Company  commenced  consolidating  the
  financial  results of QVC  effective  February  1,  1995.  The  following  table
  presents comparative  financial  information for the nine and three months ended
  September  30, 1996 and for the three  months ended  September  30, 1995 and pro
  forma  financial  information  for the nine months ended September 30, 1995. Pro
  forma financial information is presented herein for purposes of analysis and may
  not reflect what actual operating  results would have been had the Company owned
  QVC since January 1, 1995 (dollars in millions).
  Nine Months Ended
                                                            September 30,                        Increase
                                                       1996              1995               $                 %
  Net sales from electronic retailing.............    $1,286.9          $1,107.4         $179.5             16.2%
  Cost of goods sold from electronic retailing....       774.7             662.7          112.0             16.9
  Operating, selling, general and administrative
       expenses...................................       303.6             266.2           37.4             14.0
                                                        ------            ------          -----
  Operating income before depreciation
       and amortization (a).......................      $208.6            $178.5          $30.1             16.9%
                                                        ======            ======          =====
  
  Gross margin....................................        39.8%             40.2%
  
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                       1996              1995               $                 %
  Net sales from electronic retailing.............      $431.0            $391.5          $39.5             10.1%
  Cost of goods sold from electronic retailing....       262.3             234.4           27.9             11.9
  Operating, selling, general and administrative
       expenses...................................        99.5              97.4            2.1              2.2
                                                        ------            ------          -----
  Operating income before depreciation
       and amortization (a).......................       $69.2             $59.7           $9.5             15.9%
                                                        ======            ======          =====
  
  Gross margin....................................        39.1%             40.1%
  ---------------
  (a) See footnote (1) on page 19.
  The consolidation of QVC's United Kingdom ("UK") operations,  effective April 1,
  1995,  resulted in  increases  in net sales from  electronic  retailing of $37.2
  million and $7.3 million for the nine and three month periods from 1995 to 1996.
  The  remaining  increases  of $142.3  million and $32.2  million  are  primarily
  attributable  to the effects of increases of approximately  8.3% and 7.8% in the
  average  number of QVC homes  receiving  QVC  services in the United  States for
  these periods, respectively.
  
  The  increase  in cost of goods  sold from  electronic  retailing  is  primarily
  related to the growth in net sales. The decline in gross margin from 1995 to the
  same  periods in 1996 is a result of a change in product  mix and an increase in
  shipping and handling costs.
  
  The consolidation of QVC's UK operations,  effective April 1, 1995,  resulted in
  an increase in operating,  selling, general and administrative expenses of $14.4
  million and $2.1 million for the nine and three month periods from 1995 to 1996.
  The  remaining  increase of $23.0 million for the nine month period from 1995 to
  1996 is  attributable  to higher sales volume and increases in  advertising  and
  administrative costs.
  
                                         21
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions).
  Nine Months Ended
                                                            September 30,                        Increase
                                                        1996              1995               $                 %
  Service income..................................      $317.1           $274.2             $42.9           15.6%
  Operating, selling, general and administrative
       expenses...................................       198.3            163.5              34.8           21.3
                                                        ------           ------             -----
  Operating income before depreciation
       and amortization (a).......................      $118.8           $110.7              $8.1            7.3%
                                                        ======           ======              ==== 
  
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                        1996              1995               $                 %
  Service income..................................      $110.0            $97.8             $12.2           12.5%
  Operating, selling, general and administrative
       expenses...................................        62.3             57.8               4.5            7.8
                                                        ------           ------             -----
  Operating income before depreciation
       and amortization (a).......................       $47.7            $40.0              $7.7           19.3%
                                                        ======           ======              ====
  ---------------
  (a) See footnote (1) on page 19.
  Of the $42.9 million and $12.2 million  increases in service income for the nine
  and three month  periods from 1995 to 1996,  $58.1 million and $18.0 million are
  attributable to the Company's subscriber growth.  Offsetting these increases are
  decreases of $15.2 million and $5.8 million resulting primarily from a reduction
  in the average rate per minute of use from 1995 to the same periods in 1996.
  
  Of the $34.8 million and $4.5 million increases in operating,  selling,  general
  and  administrative  expenses for the nine and three month  periods from 1995 to
  1996, $23.5 million and $5.5 million are related to subscriber growth, including
  the costs to acquire and service  subscribers.  The remaining  increase of $11.3
  million for the nine month period from 1995 to 1996 is due to increases in other
  expenses,  including subscriber retention costs,  administrative costs and theft
  of service in 1996.  The remaining  decrease of $1.0 million for the three month
  period  from 1995 to 1996 is  primarily  due to a decrease  in costs  related to
  theft of service.
  
  Consolidated Analysis
  
  The $54.9  million  decrease in  depreciation  expense for the nine month period
  from 1995 to 1996 is  attributable  to the  effects of the rebuild of certain of
  the Company's cellular  equipment in 1995, as described below,  partially offset
  by the  effects  of the QVC  Acquisition  and  capital  expenditures.  The $19.1
  million increase in depreciation expense for the three month period from 1995 to
  1996 is primarily attributable to the effects of capital expenditures.
  
  In 1995, the Company's cellular division purchased  approximately $172.0 million
  of switching and cell site equipment  which replaced the existing  switching and
  cell  site  equipment  (the  "Cellular  Rebuild").   The  Company  substantially
  completed the Cellular  Rebuild  during 1995.  During the first quarter of 1995,
  the Company charged  approximately  $110.0 million to depreciation expense which
  represented the difference  between the net book value of the equipment replaced
  and the residual value realized upon its disposal.
  
                                         22
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  The $11.2  million  increase in  amortization  expense for the nine month period
  from  1995  to  1996  is  primarily  attributable  to the  effects  of  the  QVC
  Acquisition.
  
  The $15.3  million  increase in interest  expense for the nine month period from
  1995 to 1996 is due to increased levels of debt, offset by interest  capitalized
  in 1996 and decreases in rates.  The $2.1 million  decrease in interest  expense
  for the three  month  period  from  1995 to 1996 is  primarily  attributable  to
  interest  capitalized in 1996,  offset by increased  levels of debt. The Company
  anticipates  that,  for  the  foreseeable  future,  interest  expense  will be a
  significant  cost to the Company and will have a significant  adverse  effect on
  the  Company's  ability to realize net  earnings.  The Company  believes it will
  continue to be able to meet its obligations through its ability both to generate
  operating  income before  depreciation  and  amortization and to obtain external
  financing.
  
  The $138.6 million decrease in investment  income for the nine month period from
  1995  to  1996  is  primarily  attributable  to  the  effects  of  the  Heritage
  Transaction (as defined below) in 1995. The $28.5 million decrease in investment
  income for the three month period from 1995 to 1996 is primarily attributable to
  the 1995 Nextel Gain, partially offset by the effects of the 1996 Nextel Gains.
  
  In  January   1995,   the  Company   exchanged  its   investments   in  Heritage
  Communications,  Inc. with TCI for  approximately  13.3 million  publicly-traded
  Class A common  shares of TCI with a fair market value of  approximately  $290.0
  million.  Shortly  thereafter,   the  Company  sold  approximately  9.1  million
  unrestricted TCI shares for total proceeds of $188.1 million (collectively,  the
  "Heritage  Transaction").  As  a  result  of  these  transactions,  the  Company
  recognized  a  pre-tax  gain of  $141.0  million  as  investment  income  in its
  condensed  consolidated  statement of operations and accumulated  deficit in the
  first quarter of 1995.
  
  The  $25.7  million  and $3.3  million  increases  in  equity  in net  losses of
  affiliates for the nine and three month periods from 1995 to 1996, respectively,
  are  primarily  due to the  effects  of  increased  losses  incurred  by  Sprint
  Spectrum.
  
  Through June 27, 1996, the Company held  investments in Teleport  Communications
  Group Inc.  ("TCGI"),  TCG Partners and certain local joint ventures (the "Joint
  Ventures")  managed  by TCGI and TCG  Partners.  On June  27,  1996,  TCGI  sold
  approximately  27 million  shares of its Class A Common Stock (the "TCGI Class A
  Stock")  for $16 per  share  in an  initial  public  offering  (the  "IPO").  In
  connection  with the IPO,  TCGI,  the Company and  subsidiaries  of Cox, TCI and
  Continental  Cablevision  ("Continental"  and collectively with Cox, TCI and the
  Company,  the "Cable  Stockholders")  entered  into a  reorganization  agreement
  pursuant   to  which   TCGI  was   reorganized   (the   "Reorganization").   The
  Reorganization  consisted of, among other things: (i) the acquisition by TCGI of
  TCG Partners;  (ii) the acquisition by TCGI of additional interests in the Joint
  Ventures (including 100% of those interests held by the Company);  and (iii) the
  contribution  to  TCGI  of  $269.0  million   aggregate   principal   amount  of
  indebtedness,  plus  accrued  interest  thereon,  owed  by  TCGI  to  the  Cable
  Stockholders  (including  $53.8  million  principal  amount and $4.1  million of
  accrued  interest owed to the Company).  In connection with the  Reorganization,
  the Company  received  25.6  million  shares of TCGI's Class B Common Stock (the
  "TCGI  Class B Stock").  Each share of TCGI Class B Stock is  entitled to voting
  power equivalent to ten shares of TCGI Class A Stock and is convertible,  at the
  option of the holder, into one share of TCGI Class A Stock. The Company recorded
  a $40.6 million  increase in its  proportionate  share of TCGI's net assets as a
  gain from equity offering of affiliate in its condensed  consolidated  statement
  of operations and  accumulated  deficit for the nine months ended  September 30,
  1996.  After giving effect to the  Reorganization  and the IPO, the Company owns
  19.5% of the outstanding TCGI Class B Stock representing a 19.1% voting interest
  and a 16.1% equity interest.  The Company  continues to account for its interest
  in TCGI under the equity method.
  
  The  increase in other  expenses  for the nine month period from 1995 to 1996 is
  primarily  attributable to the settlement of certain  litigation during the nine
  months ended September 30, 1996.
  
  The $9.1 million  decrease in income tax expense for the three month period from
  1995 to 1996 is  primarily  attributable  to the tax  effects of the 1995 Nextel
  Gain.
  
                                         23
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  The $12.6 million and $5.5 million  increases in minority  interest for the nine
  and  three  month  periods  from  1995  to  1996,  respectively,  are  primarily
  attributable to the effects of increases in the net losses of Comcast UK Cable.
  
  In May 1996, the Company expensed  unamortized  debt  acquisition  costs of $1.8
  million  in  connection  with the  prepayment  of a  portion  of a  subsidiary's
  outstanding  debt,  resulting  in an  extraordinary  loss,  net of tax,  of $1.0
  million.
  
  The Company incurred debt extinguishment  costs totaling $8.3 million during the
  nine and three months ended  September 30, 1995, as a result of refinancing  the
  indebtedness of certain subsidiaries, resulting in an extraordinary loss, net of
  tax, of $5.4 million or $.02 per share.
  
  For the nine and three months ended  September 30, 1996 and 1995,  the Company's
  earnings before  extraordinary  items,  minority  interest,  income tax expense,
  equity in net losses of  affiliates  and fixed charges  (interest  expense) were
  $452.7 million, $417.7 million, $145.6 million and $167.1 million, respectively.
  Excluding the impact of  non-recurring  net  investment  gains of $62.7 million,
  $162.7  million,  $5.8  million and $29.6  million for the nine and three months
  ended September 30, 1996 and 1995, respectively, such earnings were not adequate
  to cover the Company's fixed charges,  including  interest capitalized  of $23.3
  million and $8.6 million for the nine and three months ended September 30, 1996,
  respectively,  of $427.0  million,  $388.4  million,  $144.3  million and $137.8
  million  for the nine and  three  months  ended  September  30,  1996 and  1995,
  respectively.   Fixed  charges  include  non-cash  interest,   net  of  interest
  capitalized,  of $48.1 million,  $41.4 million,  $15.9 million and $14.0 million
  for the nine and three months ended  September 30, 1996 and 1995,  respectively.
  The  inadequacy of these earnings to cover fixed charges is primarily due to the
  substantial  non-cash  charges for  depreciation  expense,  including  the first
  quarter 1995 charge  associated  with the  Cellular  Rebuild,  and  amortization
  expense.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities  because  of its  existing  cash,  cash  equivalents  and  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
                                         24
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
  PART II. OTHER INFORMATION
  
       ITEM 1.   Legal Proceedings
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       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:
  
            4.1  Form of Statement of  Designations,  Preferences and Rights of 5%
                 Series A Convertible Preferred Stock of the Company (incorporated
                 by  reference  to Exhibit  4.1(e) to the  Company's  Registration
                 Statement on Form S-3 filed on July 16, 1996).
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K:
  
            (i)  The Company filed a Current Report on Form 8-K/A on July 22, 1996
                 which  amended  the  Current  Report on Form 8-K filed on May 28,
                 1996,  relating to its agreement to purchase the cable television
                 operations of The E.W. Scripps Company.
  
            (ii) The  Company  filed a Current  Report on Form 8-K under Item 5 on
                 August 21, 1996  relating to its  agreement to purchase the cable
                 television operations of The E.W. Scripps Company, which included
                 the  Company's   Unaudited  Pro  Forma   Condensed   Consolidated
                 Financial  Statements as of and for the six months ended June 30,
                 1996 and for the year ended December 31, 1995.
  
                                         25
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1996
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                           COMCAST CORPORATION
                                           -------------------------------------
  
                                           /s/ JOHN R. ALCHIN
                                           -------------------------------------
                                           John R. Alchin
                                           Senior Vice President and
                                           Treasurer (Principal Financial Officer)
  
  Date: November 5, 1996
  
                                         26