content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 For the Quarterly Period Ended:
  
                                   MARCH 31, 1995
  
                                         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]
  
               (Exact name of registrant as specified in its charter)
  
              PENNSYLVANIA                                      23-1709202
  
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                         Identification No.)
  
                  1500 Market Street, Philadelphia, PA 19102-2148
  
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                             --------------------------
   
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
            Yes  X                                                 No
  
                             --------------------------
  
  As of March 31, 1995,  there were  191,804,470  shares of Class A Special Common
  Stock, 39,045,601 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 MARCH 31, 1995
  
                                 TABLE OF CONTENTS
  
  
  
  
                                                                           Page
                                                                          Number
  
  PART I.  FINANCIAL INFORMATION
  
           Item 1.   Financial Statements
  
                     Condensed Consolidated Balance
                     Sheet at March 31, 1995 and December 31,
                     1994 (Unaudited)...........................................2
  
                     Condensed Consolidated Statement of
                     Operations and Accumulated Deficit for
                     the Three Months Ended March 31, 1995
                     and 1994 (Unaudited).......................................3
  
                     Condensed Consolidated Statement of Cash
                     Flows for the Three Months Ended March 31, 1995
                     and 1994 (Unaudited).......................................4
  
                     Notes to Condensed Consolidated
                     Financial Statements (Unaudited)......................5 - 11
  
           Item 2.   Management's Discussion and Analysis
                     of Financial Condition and Results of
                     Operations...........................................12 - 18
  
  PART II. OTHER INFORMATION
  
           Item 1.   Legal Proceedings.........................................19
  
           Item 6.   Exhibits and Reports on Form 8-K..........................19
  
  
  
  
  <PAGE>2
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                  March 31,                 December 31,
                                                                                    1995                        1994
  <S>                                                                         <C>                       <C>
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents.............................................      $415,881                     $335,320
      Short-term investments, at cost which approximates fair value.........        25,355                      130,134
      Accounts receivable, less allowance for doubtful accounts
          of $81,487 and $11,272............................................       285,298                      108,245
      Inventories, Net......................................................       193,665                       18,553
      Prepaid charges and other.............................................        28,165                       16,254
      Deferred income taxes.................................................        52,114
                                                                                ----------                   ---------- 
          Total Current Assets..............................................     1,000,478                      608,506
                                                                                ----------                   ---------- 
  
  INVESTMENTS, principally in affiliates....................................       792,174                      797,075
                                                                                ----------                   ---------- 
  
  PROPERTY AND EQUIPMENT....................................................     2,120,595                    2,081,256
      Accumulated depreciation..............................................      (822,455)                    (823,570)
                                                                                ----------                   ---------- 
      Property and equipment, Net...........................................     1,298,140                    1,257,686
                                                                                ----------                   ----------
  
  DEFERRED CHARGES..........................................................     6,291,970                    4,945,613
      Accumulated amortization..............................................      (922,641)                    (845,896)
                                                                                ----------                   ---------- 
      Deferred charges, Net.................................................     5,369,329                    4,099,717
                                                                                ----------                   ---------- 
                                                                                $8,460,121                   $6,762,984
                                                                                ==========                   ==========
  
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses.................................      $602,389                     $402,869
      Accrued interest......................................................        70,155                       60,219
      Subscribers' advance payments and other...............................        21,664                       14,637
      Current portion of long-term debt.....................................       262,206                      182,913
                                                                                ----------                   ---------- 
          Total Current Liabilities.........................................       956,414                      660,638
                                                                                ----------                   ---------- 
  
  LONG-TERM DEBT, Less current portion......................................     6,025,763                    4,810,541
                                                                                ----------                   ---------- 
  
  DEFERRED INCOME TAXES....................................................      1,400,544                    1,390,849
                                                                                ----------                   ---------- 
  
  MINORITY INTEREST AND OTHER...............................................       803,616                      627,745
                                                                                ----------                   ---------- 
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' DEFICIENCY
      Class A Special Common Stock, $1 par value - authorized, 500,000,000
          shares; issued, 191,804,470 and 191,230,684.......................       191,804                      191,231
      Class A Common Stock, $1 par value - authorized, 200,000,000
         shares;  issued, 39,045,601 and 39,019,809.........................        39,046                       39,020
      Class B Common Stock, $1 par value - authorized, 50,000,000
         shares;  issued, 8,786,250.........................................         8,786                        8,786
      Additional capital....................................................       881,049                      875,501
      Accumulated deficit...................................................    (1,833,858)                  (1,827,647)
      Unrealized (losses) gains on marketable securities....................          (740)                       3,862
      Cumulative translation adjustments....................................       (12,303)                     (17,542)
                                                                                ----------                   ---------- 
          Total Stockholders' Deficiency....................................      (726,216)                    (726,789)
                                                                                ----------                   ---------- 
                                                                                $8,460,121                   $6,762,984
                                                                                ==========                   ==========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
  
  
  <PAGE>3
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                    (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                               (Amounts in thousands, except per share data)
                                                                                       Three Months Ended March 31,
                                                                                     1995                       1994
  <S>                                                                          <C>                       <C>
  REVENUE
          Service income......................................................    $436,587                     $328,703
          Net sales from electronic retailing.................................     227,019
                                                                                ----------                   ---------- 
                                                                                   663,606                      328,703
                                                                                ----------                   ---------- 
  COSTS AND EXPENSES
      Operating...............................................................     171,467                      100,899
      Cost of goods sold from electronic retailing............................     138,074
      Selling, general and administrative.....................................     136,869                       86,284
      Depreciation and amortization...........................................     243,477                       77,245
                                                                                ----------                   ---------- 
                                                                                   689,887                      264,428
                                                                                ----------                   ---------- 
  
  OPERATING (LOSS) INCOME.....................................................     (26,281)                      64,275
  
  INVESTMENT (INCOME) EXPENSE
      Interest expense........................................................     117,587                       79,387
      Investment income.......................................................    (155,234)                      (5,273)
      Equity in net losses of affiliates......................................      16,417                        9,646
      Minority interest and other.............................................      (8,358)                      (3,042)
                                                                                ----------                   ---------- 
                                                                                   (29,588)                      80,718
                                                                                ----------                   ---------- 
  INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) AND
      EXTRAORDINARY ITEMS ....................................................       3,307                      (16,443)
  
  INCOME TAX EXPENSE (BENEFIT)................................................       3,935                         (666)
                                                                                ----------                   ---------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS.............................................        (628)                     (15,777)
  
  EXTRAORDINARY ITEMS.........................................................                                  (11,580)
                                                                                ----------                   ---------- 
  
  NET LOSS....................................................................        (628)                     (27,357)
  
  ACCUMULATED DEFICIT
      Beginning of period ....................................................  (1,827,647)                  (1,717,931)
      Dividends declared - $.02333 per share..................................      (5,583)                      (5,991)
                                                                                ----------                   ---------- 
      End of period........................................................... ($1,833,858)                 ($1,751,279)
                                                                               ===========                  =========== 
  
  LOSS PER SHARE
      Loss before extraordinary items.........................................                                    ($.07)
      Extraordinary items.....................................................                                     (.05)
                                                                                ----------                   ---------- 
  
              Net Loss........................................................                                    ($.12)
                                                                               ===========                  =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD....................................     239,408                      228,467
                                                                               ===========                  =========== 
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
  
  
  <PAGE>4
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                          (Dollars in thousands)
                                                                                      Three Months Ended March 31,
                                                                                     1995                         1994
  <S>                                                                           <C>                        <C>
  OPERATING ACTIVITIES
      Net loss..............................................................         ($628)                    ($27,357)
      Noncash items included in net loss:
          Depreciation and amortization.....................................       243,477                       77,245
          Interest expense..................................................        13,487                       13,582
          Equity in net losses of affiliates................................        16,417                        9,646
          Gain on sale of division..........................................                                     (5,825)
          Gain on sale of long-term investment..............................      (140,968)
          Extraordinary items...............................................                                     11,580
          Deferred income taxes, minority interest and other................        (3,211)                       1,624
                                                                                 ---------                     -------- 
                                                                                   128,574                       80,495
  
      Decrease (increase) in accounts receivable, net.......................        39,983                       (1,379)
      (Increase) decrease in inventories, net...............................       (15,295)                         357
      Increase in prepaid charges and other................................         (3,630)                      (1,314)
      Decrease in accounts payable and accrued expenses
          and subscribers' advance payments and other.......................       (86,137)                     (11,784)
      Increase (decrease) in accrued interest...............................         9,344                       (4,183)
                                                                                 ---------                     -------- 
              Net cash provided by operating activities.....................        72,839                       62,192
                                                                                 ---------                     -------- 
  
  FINANCING ACTIVITIES
      Proceeds from borrowings..............................................     1,319,621                          928
      Retirement and repayment of debt......................................       (43,854)                    (194,953)
      Issuance of common stock, net.........................................           626                        1,055
      Equity contribution to a subsidiary...................................         6,556
      Dividends.............................................................        (5,583)                      (5,991)
      Other.................................................................         2,072                       (1,638)
                                                                                 ---------                     -------- 
              Net cash provided by (used in) financing activities...........     1,279,438                     (200,599)
                                                                                 ---------                     -------- 
  
  INVESTING ACTIVITIES
      Acquisitions, net of cash acquired....................................     1,310,767                       13,019
      Sales of short-term investments, net..................................      (104,779)                    (340,044)
      Increase in investments, principally in affiliates....................       137,273                       14,226
      Proceeds from sale of long-term investment............................      (188,096)
      Additions to property and equipment...................................       109,618                       29,380
      Proceeds from sale of division........................................                                    (28,183)
      Other.................................................................         6,933                        3,188
                                                                                 ---------                     -------- 
              Net cash used in (provided by) investing activities...........     1,271,716                     (308,414)
                                                                                 ---------                     -------- 
  
  INCREASE IN CASH AND CASH EQUIVALENTS....................................         80,561                      170,007
  
      Cash and Cash Equivalents, Beginning of Period........................       335,320                      160,434
                                                                                 ---------                     -------- 
  
  CASH AND CASH EQUIVALENTS, End of Period..................................      $415,881                     $330,441
                                                                                  ========                     ========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
  
  
  
  <PAGE>5
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The  condensed  consolidated  balance  sheet at December  31, 1994 has been
       condensed  from the  audited  balance  sheet at that  date.  The  condensed
       consolidated balance sheet at March 31, 1995 and the condensed consolidated
       statements of operations and accumulated  deficit and of cash flows for the
       three  months  ended March 31, 1995 and 1994 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 and the adjustment  described in
       Note 3)  necessary to present  fairly the  financial  position,  results of
       operations  and cash flows at March 31, 1995 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, 1994 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1995
       are not necessarily indicative of operating results for the full year.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during the period.  For the three  months ended March 31, 1995
       and 1994, all of the common stock  equivalents have an antidilutive  effect
       on the loss per share and, therefore, have not been used in determining the
       total weighted average number of common shares outstanding.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncements
       Effective  January 1, 1995, the Company adopted the provisions of Statement
       of Financial  Accounting  Standards  ("SFAS") No. 121,  "Accounting for the
       Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
       Of." There was no cumulative effect of the adoption of SFAS No. 121.
  
       As a result of the acquisition of QVC (see Note 3), the Company adopted the
       following accounting policies:
  
       Inventories
       Inventories,  consisting primarily of products held for sale, are stated at
       the lower of cost or market. Cost is determined by the first-in,  first-out
       method.
  
       Net Sales and Returns
       Net sales from electronic  retailing are recognized at the time of shipment
       to  customers.  An  allowance  for  returned  merchandise  is provided as a
       percentage of sales based on historical experience.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       QVC
  
       In  February  1995,  the  Company  and  Tele-Communications,  Inc.  ("TCI")
       acquired  all of the  outstanding  stock of QVC,  Inc.  ("QVC") for $46, in
       cash, per share. The total cost of acquiring the outstanding  shares of QVC
       not  previously  owned by the  Company and TCI  (approximately  65% of such
       shares on a fully diluted basis) was approximately $1.4 billion.  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
  
  
  
  <PAGE>6
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       under the purchase method of accounting and QVC has been  consolidated with
       the Company  beginning in February  1995.  The  allocation  of the purchase
       price to the assets and  liabilities of QVC is preliminary  pending receipt
       of a final appraisal.
  
       The acquisition of QVC,  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.
  
       Liberty  Media  Corporation,  a wholly  owned  subsidiary  of TCI,  may, at
       certain times following  February 9, 2000,  trigger the exercise of certain
       exit rights.
  
       Maclean Hunter
  
       On December 22, 1994, the Company,  through  Comcast MHCP Holdings,  L.L.C.
       (the "LLC"),  acquired  the U.S.  cable  television  and  alternate  access
       operations  of  Maclean  Hunter  Limited  ("Maclean  Hunter")  from  Rogers
       Communications  Inc.  ("RCI") and all of the  outstanding  shares of Barden
       Communications,  Inc.  ("BCI,"  and  collectively,  such  acquisitions  are
       referred to as the "Maclean Hunter  Acquisition")  for  approximately  $1.2
       billion  (subject  to certain  adjustments)  in cash.  The  Company and the
       California  Public  Employees'   Retirement  System  ("CalPERS")   invested
       approximately $305.0 million and $250.0 million,  respectively, in the LLC,
       which is owned 55% by a wholly owned  subsidiary  of the Company and 45% by
       CalPERS,  and is managed by the Company.  The Maclean  Hunter  Acquisition,
       including certain  transaction  costs, was financed with cash contributions
       from the LLC of $555.0  million and  borrowings of $715.0  million under an
       $850.0 million Maclean Hunter credit  facility.  At any time after December
       18, 2001, CalPERS may elect to liquidate its interest in the LLC at a price
       based upon the fair value of CalPERS' interest in the LLC, adjusted,  under
       certain  circumstances,  for certain  performance  criteria relating to the
       fair value of the LLC or to the Company's  common stock.  Except in certain
       limited  circumstances,  the  Company,  at its  option,  may  satisfy  this
       liquidity arrangement by purchasing CalPERS' interest for cash, through the
       issuance of the Company's common stock (subject to certain  limitations) or
       by selling the LLC. The Maclean Hunter  Acquisition was accounted for under
       the purchase method of accounting and Maclean Hunter is  consolidated  with
       the Company as of December 31, 1994.
  
       The  allocation  of the  purchase  price to the assets and  liabilities  of
       Maclean  Hunter is  preliminary  pending,  among  other  things,  the final
       purchase  price  adjustment  between the Company and RCI.  The terms of the
       Maclean  Hunter   Acquisition   provide  for,   among  other  things,   the
       indemnification  of the Company by RCI for certain  liabilities,  including
       tax liabilities, relating to Maclean Hunter prior to the acquisition date.
  
       Telecommunications Joint Venture
  
       On March 28, 1995,  subsidiaries of the Company,  TCI,  Sprint  Corporation
       ("Sprint") and Cox Communications, Inc. ("Cox") formed several partnerships
       to engage in the  business of providing  wireless  and  wireline  telephony
       services.  The principal partnership is known as MajorCo, L.P. ("MajorCo").
       The parties have agreed that MajorCo and its subsidiary  partnerships  will
       be the  exclusive  vehicle  for their  respective  investments  in  certain
       specified  telecommunications   activities,   subject  to  certain  limited
       exceptions.  MajorCo and the parties will cross-promote  telecommunications
       products and services using the "Sprint" brand name with cable services and
       products  branded  by Cox,  TCI or the  Company in their  cable  television
       systems. A partnership owned entirely by subsidiaries of the Company, known
       as Comcast Telephony Services, owns 15% of MajorCo and, indirectly, each of
       MajorCo's subsidiary partnerships.
  
  
  <PAGE>7
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       MajorCo will engage in the business of  providing  wireless  communications
       services,  primarily  personal  communication  services ("PCS"),  through a
       partnership  known as WirelessCo.  Cox, TCI,  Sprint and the Company formed
       WirelessCo  on October 24,  1994 and  contributed  all of their  respective
       interests in WirelessCo to MajorCo and an affiliated  partnership  on March
       28, 1995. Through WirelessCo,  the partners propose to create and operate a
       seamless,  integrated,  nationwide wireless  communications network. During
       the  term  of  a  trademark  license  from  an  affiliate  of  Sprint,  the
       partnership's services will be marketed under the "Sprint" trademark.
  
       WirelessCo was the  successful  bidder for 29 broadband PCS licenses in the
       auction  conducted by the Federal  Communications  Commission  ("FCC") from
       December 1994 through  mid-March  1995. The purchase price for the licenses
       is approximately $2.11 billion, of which $422 million has already been paid
       to the FCC. The balance of the purchase  price will be paid to the FCC when
       the licenses are issued, which is expected to occur in mid-1995. WirelessCo
       may also elect to bid in subsequent auctions for broadband PCS licenses. In
       addition,  WirelessCo  may  invest  in  other  entities  that  are  awarded
       broadband  PCS licenses,  may acquire PCS licenses  after the auctions from
       the  successful  bidders for those  licenses and may  affiliate  with other
       successful bidders for licenses.
  
       Through May 1, 1995, the Company has made total cash capital  contributions
       to  WirelessCo  of  approximately   $75  million.   The  partners'  capital
       contributions  to WirelessCo  have been used to make payments to the FCC in
       connection  with  the PCS  auction  and to  acquire  interests  in  certain
       entities  that  hold  PCS  licenses.   Additional  equity  requirements  of
       WirelessCo will be funded by the partners through capital  contributions to
       MajorCo in  proportion  to their  ownership  interests in  WirelessCo.  The
       Company  anticipates  that  MajorCo's  capital  requirements  over the next
       several years will be  significant.  These  requirements  are planned to be
       funded by external  financing in addition to capital  contributions  by the
       partners. The partners have committed to contribute $4.4 billion in cash to
       the venture during the next three years, of which the Company's share would
       be $660  million,  subject  to  reduction  resulting  from  the  method  of
       crediting in-kind contributions to MajorCo by the partners.  Although it is
       anticipated  that  external  financing  will be  available  to  MajorCo  on
       acceptable  terms and  conditions,  no  assurances  can be given as to such
       availability.
  
       MajorCo  will also  engage in the  business  of  providing  local  wireline
       telephone  service for both business and residential  customers,  primarily
       through the cable  networks of cable  television  operators  that affiliate
       with the partnership in exchange for agreed upon compensation. Cox, TCI and
       the  Company  have  agreed  to  affiliate  their  cable  systems  with  the
       partnership  to the  extent  that  their  systems  are  located  in markets
       designated in MajorCo's initial business plan. The MajorCo partners propose
       to  complete  the  initial  business  plan,  which  will also  specify  the
       partners' expected capital  contributions,  within the next few months. The
       offering  of local  wireline  telephone  services by the  partnership  will
       require the  removal of existing  regulatory  and  legislative  barriers to
       local telephone competition.
  
       The  MajorCo  partners  intend  that the  partnership  will  succeed to the
       business  currently  conducted by Cox, TCI and the Company,  together  with
       Continental   Cablevision,    Inc.   ("Continental"),    through   Teleport
       Communications  Group Inc. and TCG Partners  (collectively,  "TCG"). TCG is
       one of the  largest  competitive  access  providers  in the United  States.
       Pursuant to a contribution  agreement  entered into on March 28, 1995, Cox,
       TCI and the Company have  agreed,  subject to the  satisfaction  of certain
       conditions,  to contribute to MajorCo their respective interests in TCG and
       in the local  joint  ventures  among local cable  operators  and TCG.  Such
       contributions  will be  subject  to the  receipt  of  necessary  regulatory
       approvals and the satisfaction of other conditions.  In addition, the cable
       partners intend to negotiate with  Continental,  which owns that portion of
       TCG that is not owned by Cox, TCI or the Company, regarding the acquisition
       of its interest by such cable partners.
  
  <PAGE>8
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       Cellular Rebuild
  
       The Company's  cellular  division has entered into an agreement to purchase
       approximately  $172.0  million of switching and cell site  equipment.  This
       equipment  will replace  existing  switching and cell site  equipment.  The
       Company  expects the rebuild to be completed in the third  quarter of 1995.
       In accordance  with the provisions of SFAS No. 121, the Company has charged
       to its results of operations  approximately $110.0 million which represents
       the  difference  between the net book value of the equipment to be replaced
       and the residual  value  expected to be realized  upon its  disposal.  This
       charge has been reflected in the Company's condensed consolidated statement
       of operations and accumulated  deficit as a component of  depreciation  and
       amortization expense.
  
       Ocean County
  
       In May 1995,  the  Company  completed  the  initial  phase of its  exchange
       agreement  with McCaw  Cellular  Communications,  Inc.  whereby the Company
       acquired a 75% interest in the entity that holds the Ocean  County,  NJ RSA
       cellular  license  (the  "Ocean  County  Licensee")  in  exchange  for  the
       Company's  Hunterdon  County, NJ RSA license and $37.8 million in cash. The
       Company  expects to close the remaining  portion of the exchange  agreement
       whereby it will  acquire the  remaining  25%  interest in the Ocean  County
       Licensee before the end of 1995.
  
       Nextel
  
       In April 1995,  the  Company  exercised  certain  preemptive  rights  under
       previously existing agreements with Nextel Communications,  Inc. ("Nextel")
       whereby the Company has elected to purchase  approximately 10 million newly
       issued Nextel shares at a $12.25 per share price for a total cost of $122.5
       million.  The purchase is contingent on the closing of certain contemplated
       transactions  by Nextel  which are  expected  by Nextel to occur no earlier
       than the fourth quarter of 1995.
  
       Pro forma Results
  
       The Company would have reported  unaudited  revenues of $794.1  million and
       $703.2 million,  unaudited loss before  extraordinary items of $5.4 million
       and $32.5 million, unaudited net loss of $5.4 million and $44.1 million and
       unaudited  net loss per share of $.02 and $.19 for the three  months  ended
       March 31,  1995 and 1994,  respectively,  had the  acquisitions  of QVC and
       Maclean Hunter occurred at the beginning of each period. 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  the  acquired  entities
       since the beginning of 1994.
  
  4.   INVESTMENTS
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $186.7  million  and $186.6
       million as of March 31,  1995 and  December  31,  1994,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale, at their  estimated  fair value of $185.5 million as of March 31,
       1995 and $192.6  million as of December 31, 1994.  The  unrealized  pre-tax
       (loss) gain of ($1.2)  million and $6.0  million,  respectively,  have been
       reported  in the  Company's  condensed  consolidated  balance  sheet  as an
       (increase)  decrease in stockholders'  deficiency,  net of related deferred
       income taxes.
  
       In  January   1995,   the  Company   exchanged  its  interest  in  Heritage
       Communications,  Inc. with TCI for Class A common shares of TCI with a fair
       market value of approximately $290 million. Shortly thereafter, the Company
       sold  certain of these  shares for total  proceeds  of  approximately  $188
       million which were used to fund, in part,
  
  
  <PAGE>9
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       the  acquisition  of QVC.  As a result of these  transactions,  the Company
       recognized a pre-tax gain of $141 million in the first quarter of 1995.
  
       As a result of the QVC acquisition, the Company commenced consolidating the
       financial  results of QVC on a current basis. In the first quarter of 1995,
       the Company recorded its proportionate interest in QVC's net income for the
       period from  November 1, 1994 through  January 31, 1995.  Such results were
       not  previously  recorded by the Company  since QVC was accounted for under
       the equity method of  accounting  and its  proportionate  interest in QVC's
       results of operations  were  recorded two months in arrears.  The effect of
       this one-time  adjustment was not  significant to the Company's  results of
       operations.
  
       The  difference   between  the  Company's   recorded   investment  and  its
       proportionate  interests  in the book  value of its equity  investees'  net
       assets is being amortized to equity in net income or loss, primarily over a
       period of twenty years, which is consistent with the estimated lives of the
       underlying assets.
  
       Summarized  financial  information for investments  accounted for under the
       equity method of accounting is as follows (Dollars in thousands):
  
  <TABLE>
  <CAPTION>
                                                        Three Months     Three Months
                                                            Ended            Ended
                                                      January 31, 1995  March 31, 1995
                                                             QVC             Other          Combined
  <S>                                                   <C>             <C>             <C>
          Combined Results of Operations
             Revenue...................................   $425,921         $140,386         $566,307
             Depreciation and amortization.............     12,992           11,479           24,471
             Operating income (loss)...................     58,247          (48,955)           9,292
                  Net income (loss) as reported
                    by affiliates......................    $28,333         ($67,191)        ($38,858)
          Company's Equity in Net Income (Loss)
             Equity in current period net income 
                (loss) ................................     $4,286         ($19,978)        ($15,692)
             Amortization income (expense).............      1,194           (1,919)            (725)
                                                          --------         --------         --------
             Total equity in net income (loss).........     $5,480         ($21,897)        ($16,417)
                                                            ======         ========         ======== 
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                      March 31,1995
                                                        Combined (1)
  <S>                                                  <C>
          Combined Financial Position
              Current assets...........................   $388,007
              Noncurrent assets........................  2,416,577
              Current liabilities......................    287,868
              Noncurrent liabilities...................  1,428,410
  <FN>
       (1)  Excludes the financial  position of QVC which is consolidated with the
            Company as of March 31, 1995.
  </FN>
  </TABLE>
  
  <PAGE>10
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                        Three Months     Three Months
                                                            Ended            Ended
                                                      January 31, 1994  March 31, 1994
                                                             QVC             Other          Combined
  <S>                                                  <C>             <C>              <C>
          Combined Results of Operations
             Revenue...................................   $372,489          $76,894         $449,383
             Depreciation and amortization.............     10,814           25,052           35,866
             Operating income (loss)...................     53,166          (24,788)          28,378
                  Net income (loss) as reported
                    by affiliates......................     $2,846         ($33,524)        ($30,678)
          Company's Equity in Net Income (Loss)
             Equity in current period net income 
                (loss) ................................       $421          ($9,954)         ($9,533)
             Amortization income (expense).............      1,291           (1,404)            (113)
                                                          --------          -------         --------
             Total equity in net income (loss).........     $1,712         ($11,358)         ($9,646)
                                                            ======         ========          ======= 
  </TABLE>
  
  
  5.   LONG-TERM DEBT
  
       The Company paid premiums and expensed  unamortized debt acquisition  costs
       totalling $17.8 million in the first quarter of 1994, primarily as a result
       of the  redemption  of its  $150.0  million,  11-7/8%  Senior  subordinated
       debentures due 2004,  resulting in the Company  recording an  extraordinary
       loss, net of tax, of $11.6 million or $.05 per share.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made interest payments of approximately $94.8 million and $70.0
       million for the three months ended March 31, 1995 and 1994, respectively.
  
       The Company redeemed its 7% Convertible subordinated debentures due 2001 on
       February 27, 1994 (accreted value $152.1 million).  In connection with such
       redemption,  substantially  all of the debentures  were converted into 13.5
       million shares of Class A Special Common Stock of the Company.
  
  7.   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 or results of operations of the
       Company.
  
       The Company  currently is seeking to justify  existing  rates for regulated
       services  in certain  of its cable  systems in the States of New Jersey and
       Connecticut  on  the  basis  of  cost-of-service   showings.   A  tentative
       settlement,  subject to  documentation  and regulatory  approval,  has been
       reached  with the State of New Jersey with respect to rates for basic cable
       services and equipment. The State of Connecticut has ordered the Company to
       reduce rates for basic cable  services and equipment and to make refunds to
       subscribers. The Connecticut decision has been appealed to the FCC. The FCC
       also is  currently  reviewing  the  Company's  rates for cable  programming
       services  in the same  systems in New Jersey and  Connecticut.  The interim
       cost-of-service regulations promulgated by the FCC do not support positions
       taken by the Company in its  cost-of-service  filings to date.  The Company
       has not  changed  its  estimate  of the  effects  of rate  regulation  from
       December 31, 1994. The Company is seeking reconsideration by the FCC of the
       interim  cost-of-service  regulations  and, if  unsuccessful  in justifying
       existing rates under cost-of-service regulations,  intends to seek judicial
       relief. However, no assurance can be given that
  
  <PAGE>11
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                    (Unaudited)
  
       the Company  will be  successful  in  cost-of-service  proceedings.  If the
       Company is not  successful  in such efforts,  and there is no  legislative,
       administrative  or judicial  relief in these matters,  the FCC  regulations
       will continue to adversely affect the Company's results of operations.
  
  8.   QUARTERLY 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>
  1995
  
  Revenue.....................................        $347,122       $227,019        $82,153          $7,312       $663,606
  Depreciation and amortization...............          89,498         14,272        134,482           5,225        243,477
  Operating income (loss).....................          75,636         21,990       (103,296)        (20,611)       (26,281)
  Interest expense............................          61,583         12,645         17,470          25,889        117,587
  Assets......................................       4,502,336      1,925,775      1,107,588         924,422      8,460,121
  Long-term debt..............................       2,889,608      1,106,337        764,415       1,265,403      6,025,763
  Capital expenditures and acquisitions.......          43,862      1,310,357         50,253          15,913      1,420,385
  Equity in net (losses) income of
      affiliates..............................          (2,969)         1,058           (264)        (14,242)       (16,417)
  
  1994
  
  Revenue.....................................        $260,882       $               $60,878          $6,943       $328,703
  Depreciation and amortization...............          52,391                        21,607           3,247         77,245
  Operating income (loss).....................          74,521                         3,859         (14,105)        64,275
  Interest expense............................          36,720                        13,856          28,811         79,387
  Capital expenditures and acquisitions.......          34,651                         5,103           2,645         42,399
  Equity in net (losses) income of
      affiliates..............................          (2,337)         1,712                         (9,021)        (9,646)
  <FN>
  - ---------------
  
       (1)  Corporate and other includes  certain  elimination  entries related to
            the segments presented.
  </FN>
  </TABLE>
  
  
  
  
  <PAGE>12
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  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 and cash equivalents and short-term investments.
  
  General Developments of Business
  
  QVC
  
  In February 1995, the Company and Tele-Communications, Inc. ("TCI") acquired all
  of the outstanding  stock of QVC, Inc.  ("QVC") for $46, in cash, per share. The
  total cost of acquiring the  outstanding  shares of QVC not previously  owned by
  the Company and TCI  (approximately 65% of such shares on a fully diluted basis)
  was approximately $1.4 billion.  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
  of  accounting  and QVC has been  consolidated  with the  Company  beginning  in
  February  1995.  The  allocation  of  the  purchase  price  to  the  assets  and
  liabilities of QVC is preliminary pending receipt of a final appraisal.
  
  The acquisition of QVC,  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.
  
  Liberty  Media  Corporation,  a wholly owned  subsidiary of TCI, may, at certain
  times following February 9, 2000, trigger the exercise of certain exit rights.
  
  Maclean Hunter
  
  On December 22, 1994, the Company,  through Comcast MHCP Holdings,  L.L.C.  (the
  "LLC"),  acquired the U.S. cable television and alternate  access  operations of
  Maclean  Hunter  Limited  ("Maclean  Hunter")  from Rogers  Communications  Inc.
  ("RCI") and all of the outstanding shares of Barden Communications, Inc. ("BCI,"
  and  collectively,  such  acquisitions  are referred to as the  "Maclean  Hunter
  Acquisition") for approximately $1.2 billion (subject to certain adjustments) in
  cash.  The  Company  and the  California  Public  Employees'  Retirement  System
  ("CalPERS")   invested   approximately   $305.0  million  and  $250.0   million,
  respectively, in the LLC, which is owned 55% by a wholly owned subsidiary of the
  Company and 45% by CalPERS,  and is managed by the Company.  The Maclean  Hunter
  Acquisition,  including  certain  transaction  costs,  was  financed  with  cash
  contributions  from the LLC of $555.0  million and  borrowings of $715.0 million
  under an $850.0  million  Maclean  Hunter  credit  facility.  At any time  after
  December 18, 2001,  CalPERS may elect to liquidate  its interest in the LLC at a
  price based upon the fair value of CalPERS' interest in the LLC, adjusted, under
  certain  circumstances,  for certain  performance  criteria relating to the fair
  value of the LLC or to the  Company's  common stock.  Except in certain  limited
  circumstances,   the  Company,   at  its  option,  may  satisfy  this  liquidity
  arrangement by purchasing  CalPERS'  interest for cash,  through the issuance of
  the Company's  common stock (subject to certain  limitations)  or by selling the
  LLC. The Maclean Hunter  Acquisition was accounted for under the purchase method
  of accounting and Maclean Hunter is consolidated with the Company as of December
  31, 1994.
  
  
  <PAGE>13
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  The  allocation of the purchase  price to the assets and  liabilities of Maclean
  Hunter is  preliminary  pending,  among other things,  the final  purchase price
  adjustment  between  the  Company  and  RCI.  The  terms of the  Maclean  Hunter
  Acquisition  provide for, among other things, the indemnification of the Company
  by RCI for certain liabilities,  including tax liabilities,  relating to Maclean
  Hunter prior to the acquisition date.
  
  Telecommunications Joint Venture
  
  On  March  28,  1995,  subsidiaries  of the  Company,  TCI,  Sprint  Corporation
  ("Sprint") and Cox Communications,  Inc. ("Cox") formed several  partnerships to
  engage in the business of providing  wireless and wireline  telephony  services.
  The principal  partnership is known as MajorCo,  L.P.  ("MajorCo").  The parties
  have agreed that MajorCo and its subsidiary  partnerships  will be the exclusive
  vehicle for their respective investments in certain specified telecommunications
  activities,  subject to certain limited exceptions. MajorCo and the parties will
  cross-promote  telecommunications products and services using the "Sprint" brand
  name with cable  services  and  products  branded by Cox,  TCI or the Company in
  their cable television  systems. A partnership owned entirely by subsidiaries of
  the  Company,  known as Comcast  Telephony  Services,  owns 15% of MajorCo  and,
  indirectly, each of MajorCo's subsidiary partnerships.
  
  MajorCo  will  engage  in the  business  of  providing  wireless  communications
  services,   primarily  personal  communication   services  ("PCS"),   through  a
  partnership  known as  WirelessCo.  Cox,  TCI,  Sprint  and the  Company  formed
  WirelessCo on October 24, 1994 and contributed all of their respective interests
  in  WirelessCo  to MajorCo  and an  affiliated  partnership  on March 28,  1995.
  Through  WirelessCo,  the  partners  propose to create and  operate a  seamless,
  integrated,  nationwide wireless  communications  network.  During the term of a
  trademark license from an affiliate of Sprint,  the partnership's  services will
  be marketed under the "Sprint" trademark.
  
  WirelessCo  was the  successful  bidder for 29  broadband  PCS  licenses  in the
  auction conducted by the Federal Communications Commission ("FCC") from December
  1994  through   mid-March   1995.   The  purchase  price  for  the  licenses  is
  approximately  $2.11 billion, of which $422 million has already been paid to the
  FCC. The balance of the purchase price will be paid to the FCC when the licenses
  are issued, which is expected to occur in mid-1995.WirelessCo  may also elect to
  bid in subsequent auctions for broadband PCS licenses.  In addition,  WirelessCo
  may invest in other  entities  that are  awarded  broadband  PCS  licenses,  may
  acquire PCS licenses  after the auctions from the  successful  bidders for those
  licenses and may affiliate with other successful bidders for licenses.
  
  MajorCo will also engage in the business of providing  local wireline  telephone
  service for both business and residential customers, primarily through the cable
  networks of cable  television  operators that affiliate with the  partnership in
  exchange for agreed upon  compensation.  Cox, TCI and the Company have agreed to
  affiliate  their cable  systems  with the  partnership  to the extent that their
  systems are located in markets  designated in MajorCo's  initial  business plan.
  The MajorCo  partners  propose to complete the initial business plan, which will
  also specify the partners' expected capital  contributions,  within the next few
  months.  The offering of local wireline  telephone  services by the  partnership
  will  require the removal of existing  regulatory  and  legislative  barriers to
  local telephone competition.
  
  The MajorCo  partners intend that the  partnership  will succeed to the business
  currently  conducted  by Cox,  TCI and the Company,  together  with  Continental
  Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group Inc.
  and TCG Partners  (collectively,  "TCG"). TCG is one of the largest  competitive
  access  providers in the United  States.  Pursuant to a  contribution  agreement
  entered into on March 28, 1995, Cox, TCI and the Company have agreed, subject to
  the  satisfaction  of  certain  conditions,   to  contribute  to  MajorCo  their
  respective  interests in TCG and in the local joint  ventures  among local cable
  operators  and  TCG.  Such  contributions  will be  subject  to the  receipt  of
  necessary  regulatory  approvals and the  satisfaction of other  conditions.  In
  addition, the cable partners intend to
  
  
  <PAGE>14
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  negotiate with Continental,  which owns that portion of TCG that is not owned by
  Cox, TCI or the Company, regarding the acquisition of its interest by such cable
  partners. 
  
  
                                --------------------
  
  Liquidity and Capital Resources
  
  Cash and cash  equivalents  and short-term  investments as of March 31, 1995 and
  December  31, 1994 were $441.2  million and $465.5  million,  respectively.  The
  majority of the cash and cash equivalents is held by subsidiaries of the Company
  and is restricted to the use by these  subsidiaries  under  contractual or other
  arrangements.
  
  The Company's cash and cash equivalents and short-term  investments are recorded
  at cost which  approximates  their fair value.  At March 31, 1995, the Company's
  short-term  investments  of $25.4  million  had a weighted  average  maturity of
  approximately  13 months.  However,  due to the high degree of liquidity and the
  intent of management to use these investments as needed to fund its commitments,
  the Company considers these as current assets.
  
  In January 1995, the Company exchanged its interest in Heritage  Communications,
  Inc.  with TCI for  Class A common  shares  of TCI with a fair  market  value of
  approximately $290 million (the "Heritage Transaction"). Shortly thereafter, the
  Company sold certain of these shares for total  proceeds of  approximately  $188
  million which were used to fund, in part, the acquisition of QVC. As a result of
  these transactions, the Company has recognized a pre-tax gain of $141 million in
  the first quarter of 1995.
  
  In April 1995, the Company exercised certain  preemptive rights under previously
  existing  agreements with Nextel  Communications,  Inc.  ("Nextel")  whereby the
  Company has elected to purchase  approximately  10 million  newly issued  Nextel
  shares at a $12.25  per  share  price for a total  cost of $122.5  million.  The
  purchase is contingent on the closing of certain  contemplated  transactions  by
  Nextel which are expected by Nextel to occur no earlier than the fourth  quarter
  of 1995.
  
  In May 1995, the Company  completed the initial phase of its exchange  agreement
  with McCaw  Cellular  Communications,  Inc.  whereby the Company  acquired a 75%
  interest in the entity that holds the Ocean County, NJ RSA cellular license (the
  "Ocean County Licensee") in exchange for the Company's  Hunterdon County, NJ RSA
  license and $37.8  million in cash.  The Company  expects to close the remaining
  portion of the  exchange  agreement  whereby it will acquire the  remaining  25%
  interest in the Ocean County Licensee before the end of 1995.
  
  Through May 1, 1995,  the Company has made total cash capital  contributions  to
  WirelessCo of approximately $75 million. The partners' capital  contributions to
  WirelessCo have been used to make payments to the FCC in connection with the PCS
  auction and to acquire  interests in certain  entities  that hold PCS  licenses.
  Additional  equity  requirements  of  WirelessCo  will be funded by the partners
  through  capital  contributions  to MajorCo  in  proportion  to their  ownership
  interests  in  WirelessCo.   The  Company  anticipates  that  MajorCo's  capital
  requirements over the next several years will be significant. These requirements
  are  planned  to  be  funded  by  external  financing  in  addition  to  capital
  contributions  by the partners.  The partners have committed to contribute  $4.4
  billion  in cash to the  venture  during  the next  three  years,  of which  the
  Company's share would be $660 million,  subject to reduction  resulting from the
  method of crediting in-kind  contributions to MajorCo by the partners.  Although
  it is  anticipated  that  external  financing  will be  available  to MajorCo on
  acceptable  terms  and  conditions,  no  assurances  can  be  given  as to  such
  availability.
  
  As of March 31, 1995,  certain  subsidiaries  of the Company had unused lines of
  credit of $545 million, of which $50.0 million was utilized through May 4, 1995.
  
  The Company expects to continue 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 for the foreseeable
  
  
  <PAGE>15
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  future.   The   telecommunications   industry,   including  cable  and  cellular
  communications,  is 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  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 its fixed  charges,  through its
  cash  flows  from  operating  activities,  existing  cash and cash  equivalents,
  short-term  investments,  sales of assets,  lines of credit  and other  external
  financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  increased  $80.6  million as of March 31,  1995 from
  December  31,  1994 and  increased  $170.0  million  as of March  31,  1994 from
  December 31, 1993. 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 $72.8 million and $62.2
  million for the three  months ended March 31, 1995 and 1994,  respectively.  The
  increase of $10.6 million is due to the effects of the  acquisitions  of QVC and
  Maclean  Hunter,  offset by changes in working capital as a result of the timing
  of receipts and disbursements.
  
  Net  cash  provided  by (used  in)  financing  activities,  which  includes  the
  issuances of  securities  as well as  borrowings,  was $1.3 billion and ($200.6)
  million for the three  months ended March 31, 1995 and 1994,  respectively.  For
  the three  months  ended March 31,  1995,  the  Company  borrowed  $1.3  billion
  consisting  principally of funds borrowed in connection  with the acquisition of
  QVC.  For the three  months ended March 31,  1994,  the Company  repurchased  or
  redeemed  and  retired  $195.0  million  of its  long-term  debt  including  the
  Company's $150.0 million, 11-7/8% Senior subordinated debentures due 2004.
  
  Net cash  used in  (provided  by)  investing  activities  was $1.3  billion  and
  ($308.4)   million  for  the  three  months  ended  March  31,  1995  and  1994,
  respectively.  For the  three  months  ended  March 31,  1995,  net cash used in
  investing  activities includes the acquisition of QVC, net of cash acquired,  of
  $1.3  billion,  additional  investments  in  affiliates  of $137.3  million  and
  additions to property and equipment of $109.6 million.  Such amounts were offset
  by  proceeds  from  sales of  short-term  and  long-term  investments  of $292.9
  million. Net proceeds of $340.0 million from the sale of short-term  investments
  for the three  months  ended  March 31,  1994  were  used to redeem  and  retire
  long-term debt and to purchase cash equivalents.
  
  Results of Operations
  
  The  effects of the QVC and  Maclean  Hunter  acquisitions  has been to increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation and amortization  expense and net interest expense.  However, it is
  expected  that because of the increases in  depreciation  and  amortization  and
  interest expense  associated with these  acquisitions  and their financing,  the
  Company will continue to realize substantial losses for the foreseeable future.
  
  For the three  months  ended  March  31,  1995 and 1994,  the  Company  realized
  operating income before  depreciation and amortization  (commonly referred to in
  the Company's  businesses as "operating  cash flow") of $217.2 million and 141.5
  million,  respectively,  representing  an increase of $75.7 million or 53%. This
  increase  is a result of the items  discussed  below.  Operating  cash flow is a
  measure of a  company's  ability to generate  cash to service  its  obligations,
  including  debt  service   obligations,   and  to  finance   capital  and  other
  expenditures.  In part due to the  capital  intensive  nature  of the  Company's
  businesses and the resulting significant level of non-cash depreciation and
  
  
  <PAGE>16
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  amortization expense, operating cash flow is frequently used as one of the bases
  for comparing 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.
  
  The Company  realized revenue of $663.6 million and $328.7 million for the three
  months ended March 31, 1995 and 1994, respectively,  representing an increase of
  $334.9 million or 102%. For the three months ended March 31, 1995, approximately
  52% of such revenue  represents  service income  related to the Company's  cable
  division,  approximately 34% represents net sales from electronic retailing as a
  result of the  consolidation  of QVC and  approximately  12% represents  service
  income related to the Company's  cellular  division.  For the three months ended
  March 31, 1994,  approximately  79% of such revenue  represents  service  income
  related to the Company's cable division and approximately 19% represents service
  income related to the Company's cellular division.
  
  Cost of goods sold from  electronic  retailing  was $138.1  million  for the two
  months  ended March 31, 1995  representing  approximately  61% of net sales from
  electronic retailing for that period.
  
  Operating,  selling, general and administrative expenses were $308.3 million and
  $187.2 million for the three months ended March 31, 1995 and 1994, respectively,
  representing  an increase of $121.1  million or 65%.  For the three months ended
  March 31, 1995, approximately 59% of such expenses relate to the Company's cable
  division, approximately 17% relate to the consolidation of QVC and approximately
  17% relate to the Company's cellular division.  For the three months ended March
  31, 1994,  approximately  72% of such expenses  related to the  Company's  cable
  division and approximately 19% related to the Company's cellular division.
  
  Depreciation and amortization was $243.5 million and $77.2 million for the three
  months ended March 31, 1995 and 1994, respectively,  representing an increase of
  $166.3 million.  The increase is due to the effects of the rebuild of certain of
  the Company's  cellular  equipment,  as described below, as well as depreciation
  and amortization resulting from the acquisitions of QVC and Maclean Hunter.
  
  Interest expense was $117.6 million and $79.4 million for the three months ended
  March 31, 1995 and 1994, respectively, representing an increase of $38.2 million
  or 48%.  The increase is primarily  due to increased  levels of debt  associated
  with the acquisitions of QVC and Maclean Hunter.
  
  For the three  months  ended March 31,  1995 and 1994,  the  Company's  earnings
  before extraordinary  items, income tax expense (benefit),  equity in net losses
  of affiliates and fixed charges (interest expense) were $137.3 million and $72.6
  million,  respectively.  Excluding the pre-tax gain of $141 million  realized in
  the first quarter of 1995 in  connection  with the Heritage  Transaction,  these
  earnings  were not  adequate  to cover the  Company's  fixed  charges  of $117.6
  million and $79.4  million for the three  months  ended March 31, 1995 and 1994,
  respectively. Fixed charges include non-cash interest of $13.5 million and $13.6
  million for the three  months ended March 31, 1995 and 1994,  respectively.  The
  inadequacy  of these  earnings to cover fixed  charges is  primarily  due to the
  substantial   non-cash  charges  for  depreciation  and  amortization   expense,
  including  a pre-tax  charge  associated  with the  rebuild  of  certain  of the
  Company's cellular equipment,  of $243.5 million and $77.2 million for the three
  months ended March 31, 1995 and 1994, respectively.
  
  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  and  cash  equivalents,  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  
  
  <PAGE>17
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  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  Company  recognized  income  tax  expense  (benefit)  of $3.9  million  and
  ($666,000) for the three months ended March 31, 1995 and 1994, respectively.
  
  The Company paid  premiums  and  expensed  unamortized  debt  acquisition  costs
  totalling $18.0 million during 1994,  primarily as a result of the redemption of
  its $150.0 million,  11-7/8% Senior subordinated  debentures due 2004, resulting
  in the Company recording an extraordinary  loss, net of tax, of $11.6 million or
  $.05 per share.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  Cable Communications
  
  The Company's  cable  division  realized  service  income of $347.1  million and
  $260.9 million for the three months ended March 31, 1995 and 1994, respectively,
  representing an increase of $86.2 million or 33%. The Maclean Hunter acquisition
  accounted  for $64.5 million of the  increase.  The remaining  increase of $21.7
  million is  attributable  to  subscriber  growth of $12.0  million,  new product
  offerings of $2.7 million and a $7.0 million change in the estimated  effects of
  cable rate regulation.
  
  Operating,  selling, general and administrative expenses for the Company's cable
  division were $182.0 million and $134.0 million for the three months ended March
  31, 1995 and 1994,  respectively,  representing  an increase of $48.0 million or
  36%. The Maclean Hunter acquisition accounted for $36.1 million of the increase.
  The  remaining  increase of $11.9  million is  attributable  to increases in the
  costs of labor,  billing and cable  programming as a result of subscriber growth
  and  rate  increases.  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.
  
  Electronic Retailing
  
  As a  result  of the QVC  acquisition,  effective  February  1995,  the  Company
  commenced  consolidating  the  financial  results  of  QVC on a  current  basis.
  Comparative quarterly financial information for the three months ended March 31,
  1995 and 1994 is  presented  herein for purposes of analysis and may not reflect
  what actual  results of  operations  would have been had the  Company  owned QVC
  since January 1, 1994.
  
  QVC recognized net sales from electronic  retailing of $358.5 million and $311.9
  million  for the  three  months  ended  March 31,  1995 and 1994,  respectively,
  representing  an increase of $46.6 million or 15%. The increase in the net sales
  from electronic  retailing  includes the effects of a 7% increase in the average
  number of homes receiving QVC services,  an increase of 7% in net sales per full
  time equivalent home and other revenue sources.
  
  QVC recognized operating,  selling, general and administrative expenses of $83.8
  million and $75.0  million for the three  months  ended March 31, 1995 and 1994,
  respectively,  representing an increase of $8.8 million or 12%. This increase is
  attributable to higher  advertising  costs and additional  costs associated with
  secondary channel services.
  
  QVC recognized  cost of goods sold from  electronic  retailing of $216.1 million
  and  $190.3  million  for the  three  months  ended  March  31,  1995 and  1994,
  respectively.  Such costs have  remained  consistent  as a percentage  of sales,
  representing  60% of net sales from  electronic  retailing  for the three months
  ended  March 31,  1995 and 61% of net sales from  electronic  retailing  for the
  three months ended March 31, 1994.
  
  
  <PAGE>18
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  Cellular Communications
  
  The Company's  cellular  division  realized  service income of $82.2 million and
  $60.9 million for the three months ended March 31, 1995 and 1994,  respectively,
  representing  an increase of $21.3 million or 35%. The increase is  attributable
  to  subscriber  growth,  partially  offset by the  effects of a decrease  in the
  average minutes-of-use per cellular subscriber. The Company expects the decrease
  in average minutes-of-use per cellular subscriber to continue in the future.
  
  Operating,  selling,  general  and  administrative  expenses  for the  Company's
  cellular  division  were $51.0  million and $35.4  million for the three  months
  ended March 31, 1995 and 1994,  respectively,  representing an increase of $15.6
  million or 44%. This increase is primarily due to increases in  commissions  and
  marketing expense as a result of subscriber growth.
  
  The  Company's  cellular  division  has entered  into an  agreement  to purchase
  approximately  $172.0  million  of  switching  and  cell  site  equipment.  This
  equipment will replace existing  switching and cell site equipment.  The Company
  expects the rebuild to be completed in the third  quarter of 1995. In accordance
  with the  provisions  of Statement of Financial  Accounting  Standards  No. 121,
  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
  be  Disposed  Of,"  the  Company  has  charged  to  its  results  of  operations
  approximately  $110.0 million which  represents  the difference  between the net
  book value of the equipment to be replaced and the residual value expected to be
  realized  upon its  disposal.  This charge has been  reflected in the  Company's
  condensed  consolidated  statement of operations  and  accumulated  deficit as a
  component of depreciation and amortization expense.
  
  Cable Rate Regulation Developments
  
  The  Company  currently  is  seeking  to justify  existing  rates for  regulated
  services  in  certain  of its cable  systems  in the  States of New  Jersey  and
  Connecticut on the basis of cost-of-service  showings.  A tentative  settlement,
  subject to  documentation  and  regulatory  approval,  has been reached with the
  State of New  Jersey  with  respect  to  rates  for  basic  cable  services  and
  equipment.  The State of Connecticut has ordered the Company to reduce rates for
  basic cable  services  and  equipment  and to make refunds to  subscribers.  The
  Connecticut  decision  has been  appealed to the FCC.  The FCC also is currently
  reviewing the Company's rates for cable programming services in the same systems
  in  New  Jersey  and  Connecticut.   The  interim  cost-of-service   regulations
  promulgated  by the FCC do not  support  positions  taken by the  Company in its
  cost-of-service filings to date. The Company has not changed its estimate of the
  effects of rate  regulation  from  December  31,  1994.  The  Company is seeking
  reconsideration  by the FCC of the interim  cost-of-service  regulations and, if
  unsuccessful  in justifying  existing rates under  cost-of-service  regulations,
  intends to seek  judicial  relief.  However,  no assurance can be given that the
  Company will be successful in cost-of-service proceedings. If the Company is not
  successful  in such  efforts,  and there is no  legislative,  administrative  or
  judicial relief in these matters, the FCC regulations will continue to adversely
  affect the Company's results of operations.
  
  
  
  <PAGE>19
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  PART II.  OTHER INFORMATION
  
       ITEM 1.  Legal Proceedings
  
           1.   In May 1994,  the Company  filed an appeal with the U.S.  Court of
                Appeals  for the  District  of Columbia  Circuit  challenging  the
                legality of various Federal Communications Commission ("FCC") rate
                regulation  Orders.  The  Company has also  intervened  in similar
                pending  actions.  The  Company  intends to continue to assess the
                impact of the FCC's rate  regulations  and to  develop  additional
                strategies to minimize the adverse impact of such  regulations and
                the other provisions of the Cable Television  Consumer  Protection
                and Competition Act of 1992 on the Company's business.
  
           2.   In May 1995, the eight state attorneys  general,  who in June 1994
                filed civil actions in state courts challenging the processes used
                by the Company to implement changes in cable rates on September 1,
                1993,  agreed to dismiss such actions.  The Company also agreed to
                dismiss its claims and counterclaims  filed in these matters.  All
                such dismissals are subject to judicial approval.
  
           3.   In April 1995, Bell Atlantic Corp. requested that the FCC suspend,
                until further  notice,  consideration  of  applications to provide
                video  dialtone  facilities in portions of its  telephone  service
                area, including areas served by the Company's cable communications
                systems.  The  Company  cannot  predict if and when Bell  Atlantic
                Corp. will renew its video dialtone applications,  the form of any
                such revised  applications,  or the actions to be taken by the FCC
                in response thereto.
  
           4.   In March  1995,  the Company  entered  into  agreements  to settle
                various  disputes  pending in the courts and at the FCC  regarding
                the  ownership,  operation  and  transfer  of the  license for the
                cellular telephone system in the Atlantic City, New Jersey MSA. In
                conjunction  with the proposed  settlement,  the Company agreed to
                purchase  the license  for the  cellular  telephone  system in the
                Vineland, New Jersey RSA. The settlement is subject to a favorable
                determination  at the FCC of proceedings  concerning the status of
                the current Atlantic City cellular  licensee,  approval by the FCC
                of the  transfers to the Company of the cellular  licenses,  other
                regulatory approvals and consents of third parties.
  
       ITEM 6.  Exhibits and Reports on Form 8-K
  
       (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
            10.1 Agreement  of Limited  Partnership  of MajorCo,  L.P., a Delaware
                 Limited  Partnership,  dated as of March 28,  1995,  among Sprint
                 Spectrum, L.P., TCI Network Services,  Comcast Telephony Services
                 and Cox  Telephony  Partnership  (incorporated  by  reference  to
                 exhibit 5.1 to the Company's  Current Report on Form 8-K filed on
                 April 13, 1995).
  
            10.2 Contribution Agreement by and among TCI Network Services, Comcast
                 Telephony Services, Cox Telephony Partnership,  MajorCo, L.P. and
                 NewtelCo,  L.P.,  dated as of March 28,  1995,  (incorporated  by
                 reference to exhibit 5.2 to the Company's  Current Report on Form
                 8-K filed on April 13, 1995).
  
            10.3 Agreement  of Limited  Partnership  of MinorCo,  L.P., a Delaware
                 Limited  Partnership,  dated as of March 28,  1995,  among Sprint
                 Spectrum, L.P., TCI Network Services,  Comcast Telephony Services
                 and Cox  Telephony  Partnership  (incorporated  by  reference  to
                 exhibit 5.3 to the Company's  Current Report on Form 8-K filed on
                 April 13, 1995).
  
  
  <PAGE>20
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
            10.4 Amendment   to   Stock   Purchase   Agreement   between   Comcast
                 Corporation,  Comcast FCI, Inc. and Nextel Communications,  Inc.,
                 dated as of April 3, 1995  (incorporated  by reference to exhibit
                 5.4 to the  Company's  Current  Report on Form 8-K filed on April
                 13, 1995).
  
            10.5 Amended and Restated Stockholders Agreement, dated as of February
                 9, 1995,  among  Comcast  Corporation,  Comcast  QVC,  Inc.,  QVC
                 Programming  Holdings,  Inc.,  Liberty  Media  Corporation,   QVC
                 Investment, Inc. and Liberty QVC, Inc.
  
            27   Financial Data Schedule. 
  
       (b) Reports on Form 8-K
  
            (i)  The  Company  filed a Current  Report on Form 8-K under Item 2 on
                 January 6, 1995  relating to the  acquisition  of the U.S.  Cable
                 Television  Operations of Maclean  Hunter  Limited which included
                 the  Company's   Unaudited  Pro  Forma   Condensed   Consolidated
                 Financial  Statements  as  of  and  for  the  nine  months  ended
                 September   30,  1994  and  the  Unaudited   Combined   Financial
                 Statements  for the U.S. Cable  Television  Operations of Maclean
                 Hunter as of and for the three and nine  months  ended  September
                 30,  1994  as  well  as  the  Unaudited   Consolidated  Financial
                 Statements for QVC, Inc.  (formerly,  QVC Network,  Inc.) for the
                 quarter ended July 31, 1994, which were incorporated by reference
                 to QVC, Inc.'s Quarterly Report on Form 10-Q for that period.
  
            (ii) The  Company  filed a Current Report on Form 8-K under  Item 2 on
                 February 23, 1995 relating to the acquisition of QVC, Inc.
  
  
  
  <PAGE>21
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
                                     SIGNATURE
  
           Pursuant to the  Requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
  
                                COMCAST CORPORATION
  
  
  
  
  
                               /s/ LAWRENCE S. SMITH
                                   Lawrence S. Smith
                                   Senior Vice President
                                   Accounting and Administration
                                  (Chief Accounting Officer)
  
  
  
  Date: May 15, 1995
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 88143}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST CORP", "cik": "0000022301", "assigned-sic": "4841", "irs-number": "231709202", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-06983", "film-number": "95539796"}, "business-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148", "phone": "215-665-1700"}, "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:
  
                                   MARCH 31, 1995
  
                                         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]
  
               (Exact name of registrant as specified in its charter)
  
              PENNSYLVANIA                                      23-1709202
  
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                         Identification No.)
  
                  1500 Market Street, Philadelphia, PA 19102-2148
  
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
                             --------------------------
   
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
            Yes  X                                                 No
  
                             --------------------------
  
  As of March 31, 1995,  there were  191,804,470  shares of Class A Special Common
  Stock, 39,045,601 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 MARCH 31, 1995
  
                                 TABLE OF CONTENTS
  
                                                                           Page
                                                                          Number
  
  PART I.  FINANCIAL INFORMATION
  
           Item 1.   Financial Statements
  
                     Condensed Consolidated Balance
                     Sheet at March 31, 1995 and December 31,
                     1994 (Unaudited)...........................................2
  
                     Condensed Consolidated Statement of
                     Operations and Accumulated Deficit for
                     the Three Months Ended March 31, 1995
                     and 1994 (Unaudited).......................................3
  
                     Condensed Consolidated Statement of Cash
                     Flows for the Three Months Ended March 31, 1995
                     and 1994 (Unaudited).......................................4
  
                     Notes to Condensed Consolidated
                     Financial Statements (Unaudited)......................5 - 11
  
           Item 2.   Management's Discussion and Analysis
                     of Financial Condition and Results of
                     Operations...........................................12 - 18
  
  PART II. OTHER INFORMATION
  
           Item 1.   Legal Proceedings.........................................19
  
           Item 6.   Exhibits and Reports on Form 8-K..........................19
  2
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  (Dollars in thousands)
                                                                                  March 31,                 December 31,
                                                                                    1995                        1994
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents.............................................      $415,881                     $335,320
      Short-term investments, at cost which approximates fair value.........        25,355                      130,134
      Accounts receivable, less allowance for doubtful accounts
          of $81,487 and $11,272............................................       285,298                      108,245
      Inventories, Net......................................................       193,665                       18,553
      Prepaid charges and other.............................................        28,165                       16,254
      Deferred income taxes.................................................        52,114
                                                                                ----------                   ---------- 
          Total Current Assets..............................................     1,000,478                      608,506
                                                                                ----------                   ---------- 
  
  INVESTMENTS, principally in affiliates....................................       792,174                      797,075
                                                                                ----------                   ---------- 
  
  PROPERTY AND EQUIPMENT....................................................     2,120,595                    2,081,256
      Accumulated depreciation..............................................      (822,455)                    (823,570)
                                                                                ----------                   ---------- 
      Property and equipment, Net...........................................     1,298,140                    1,257,686
                                                                                ----------                   ----------
  
  DEFERRED CHARGES..........................................................     6,291,970                    4,945,613
      Accumulated amortization..............................................      (922,641)                    (845,896)
                                                                                ----------                   ---------- 
      Deferred charges, Net.................................................     5,369,329                    4,099,717
                                                                                ----------                   ---------- 
                                                                                $8,460,121                   $6,762,984
                                                                                ==========                   ==========
  
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  
  CURRENT LIABILITIES
      Accounts payable and accrued expenses.................................      $602,389                     $402,869
      Accrued interest......................................................        70,155                       60,219
      Subscribers' advance payments and other...............................        21,664                       14,637
      Current portion of long-term debt.....................................       262,206                      182,913
                                                                                ----------                   ---------- 
          Total Current Liabilities.........................................       956,414                      660,638
                                                                                ----------                   ---------- 
  
  LONG-TERM DEBT, Less current portion......................................     6,025,763                    4,810,541
                                                                                ----------                   ---------- 
  
  DEFERRED INCOME TAXES....................................................      1,400,544                    1,390,849
                                                                                ----------                   ---------- 
  
  MINORITY INTEREST AND OTHER...............................................       803,616                      627,745
                                                                                ----------                   ---------- 
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' DEFICIENCY
      Class A Special Common Stock, $1 par value - authorized, 500,000,000
          shares; issued, 191,804,470 and 191,230,684.......................       191,804                      191,231
      Class A Common Stock, $1 par value - authorized, 200,000,000
         shares;  issued, 39,045,601 and 39,019,809.........................        39,046                       39,020
      Class B Common Stock, $1 par value - authorized, 50,000,000
         shares;  issued, 8,786,250.........................................         8,786                        8,786
      Additional capital....................................................       881,049                      875,501
      Accumulated deficit...................................................    (1,833,858)                  (1,827,647)
      Unrealized (losses) gains on marketable securities....................          (740)                       3,862
      Cumulative translation adjustments....................................       (12,303)                     (17,542)
                                                                                ----------                   ---------- 
          Total Stockholders' Deficiency....................................      (726,216)                    (726,789)
                                                                                ----------                   ---------- 
                                                                                $8,460,121                   $6,762,984
                                                                                ==========                   ==========
  See notes to condensed consolidated financial statements.
  3
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                    (Unaudited)
  (Amounts in thousands, except per share data)
                                                                                       Three Months Ended March 31,
                                                                                     1995                       1994
  REVENUE
          Service income......................................................    $436,587                     $328,703
          Net sales from electronic retailing.................................     227,019
                                                                                ----------                   ---------- 
                                                                                   663,606                      328,703
                                                                                ----------                   ---------- 
  COSTS AND EXPENSES
      Operating...............................................................     171,467                      100,899
      Cost of goods sold from electronic retailing............................     138,074
      Selling, general and administrative.....................................     136,869                       86,284
      Depreciation and amortization...........................................     243,477                       77,245
                                                                                ----------                   ---------- 
                                                                                   689,887                      264,428
                                                                                ----------                   ---------- 
  
  OPERATING (LOSS) INCOME.....................................................     (26,281)                      64,275
  
  INVESTMENT (INCOME) EXPENSE
      Interest expense........................................................     117,587                       79,387
      Investment income.......................................................    (155,234)                      (5,273)
      Equity in net losses of affiliates......................................      16,417                        9,646
      Minority interest and other.............................................      (8,358)                      (3,042)
                                                                                ----------                   ---------- 
                                                                                   (29,588)                      80,718
                                                                                ----------                   ---------- 
  INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) AND
      EXTRAORDINARY ITEMS ....................................................       3,307                      (16,443)
  
  INCOME TAX EXPENSE (BENEFIT)................................................       3,935                         (666)
                                                                                ----------                   ---------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS.............................................        (628)                     (15,777)
  
  EXTRAORDINARY ITEMS.........................................................                                  (11,580)
                                                                                ----------                   ---------- 
  
  NET LOSS....................................................................        (628)                     (27,357)
  
  ACCUMULATED DEFICIT
      Beginning of period ....................................................  (1,827,647)                  (1,717,931)
      Dividends declared - $.02333 per share..................................      (5,583)                      (5,991)
                                                                                ----------                   ---------- 
      End of period........................................................... ($1,833,858)                 ($1,751,279)
                                                                               ===========                  =========== 
  
  LOSS PER SHARE
      Loss before extraordinary items.........................................                                    ($.07)
      Extraordinary items.....................................................                                     (.05)
                                                                                ----------                   ---------- 
  
              Net Loss........................................................                                    ($.12)
                                                                               ===========                  =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD....................................     239,408                      228,467
                                                                               ===========                  ===========
  See notes to condensed consolidated financial statements.
  4
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)
  (Dollars in thousands)
                                                                                      Three Months Ended March 31,
                                                                                     1995                         1994
  OPERATING ACTIVITIES
      Net loss..............................................................         ($628)                    ($27,357)
      Noncash items included in net loss:
          Depreciation and amortization.....................................       243,477                       77,245
          Interest expense..................................................        13,487                       13,582
          Equity in net losses of affiliates................................        16,417                        9,646
          Gain on sale of division..........................................                                     (5,825)
          Gain on sale of long-term investment..............................      (140,968)
          Extraordinary items...............................................                                     11,580
          Deferred income taxes, minority interest and other................        (3,211)                       1,624
                                                                                 ---------                     -------- 
                                                                                   128,574                       80,495
  
      Decrease (increase) in accounts receivable, net.......................        39,983                       (1,379)
      (Increase) decrease in inventories, net...............................       (15,295)                         357
      Increase in prepaid charges and other................................         (3,630)                      (1,314)
      Decrease in accounts payable and accrued expenses
          and subscribers' advance payments and other.......................       (86,137)                     (11,784)
      Increase (decrease) in accrued interest...............................         9,344                       (4,183)
                                                                                 ---------                     -------- 
              Net cash provided by operating activities.....................        72,839                       62,192
                                                                                 ---------                     -------- 
  
  FINANCING ACTIVITIES
      Proceeds from borrowings..............................................     1,319,621                          928
      Retirement and repayment of debt......................................       (43,854)                    (194,953)
      Issuance of common stock, net.........................................           626                        1,055
      Equity contribution to a subsidiary...................................         6,556
      Dividends.............................................................        (5,583)                      (5,991)
      Other.................................................................         2,072                       (1,638)
                                                                                 ---------                     -------- 
              Net cash provided by (used in) financing activities...........     1,279,438                     (200,599)
                                                                                 ---------                     -------- 
  
  INVESTING ACTIVITIES
      Acquisitions, net of cash acquired....................................     1,310,767                       13,019
      Sales of short-term investments, net..................................      (104,779)                    (340,044)
      Increase in investments, principally in affiliates....................       137,273                       14,226
      Proceeds from sale of long-term investment............................      (188,096)
      Additions to property and equipment...................................       109,618                       29,380
      Proceeds from sale of division........................................                                    (28,183)
      Other.................................................................         6,933                        3,188
                                                                                 ---------                     -------- 
              Net cash used in (provided by) investing activities...........     1,271,716                     (308,414)
                                                                                 ---------                     -------- 
  
  INCREASE IN CASH AND CASH EQUIVALENTS....................................         80,561                      170,007
  
      Cash and Cash Equivalents, Beginning of Period........................       335,320                      160,434
                                                                                 ---------                     -------- 
  
  CASH AND CASH EQUIVALENTS, End of Period..................................      $415,881                     $330,441
                                                                                  ========                     ========
  See notes to condensed consolidated financial statements.
  5
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The  condensed  consolidated  balance  sheet at December  31, 1994 has been
       condensed  from the  audited  balance  sheet at that  date.  The  condensed
       consolidated balance sheet at March 31, 1995 and the condensed consolidated
       statements of operations and accumulated  deficit and of cash flows for the
       three  months  ended March 31, 1995 and 1994 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 and the adjustment  described in
       Note 3)  necessary to present  fairly the  financial  position,  results of
       operations  and cash flows at March 31, 1995 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, 1994 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1995
       are not necessarily indicative of operating results for the full year.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during the period.  For the three  months ended March 31, 1995
       and 1994, all of the common stock  equivalents have an antidilutive  effect
       on the loss per share and, therefore, have not been used in determining the
       total weighted average number of common shares outstanding.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncements
       Effective  January 1, 1995, the Company adopted the provisions of Statement
       of Financial  Accounting  Standards  ("SFAS") No. 121,  "Accounting for the
       Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
       Of." There was no cumulative effect of the adoption of SFAS No. 121.
  
       As a result of the acquisition of QVC (see Note 3), the Company adopted the
       following accounting policies:
  
       Inventories
       Inventories,  consisting primarily of products held for sale, are stated at
       the lower of cost or market. Cost is determined by the first-in,  first-out
       method.
  
       Net Sales and Returns
       Net sales from electronic  retailing are recognized at the time of shipment
       to  customers.  An  allowance  for  returned  merchandise  is provided as a
       percentage of sales based on historical experience.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       QVC
  
       In  February  1995,  the  Company  and  Tele-Communications,  Inc.  ("TCI")
       acquired  all of the  outstanding  stock of QVC,  Inc.  ("QVC") for $46, in
       cash, per share. The total cost of acquiring the outstanding  shares of QVC
       not  previously  owned by the  Company and TCI  (approximately  65% of such
       shares on a fully diluted basis) was approximately $1.4 billion.  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
  6
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       under the purchase method of accounting and QVC has been  consolidated with
       the Company  beginning in February  1995.  The  allocation  of the purchase
       price to the assets and  liabilities of QVC is preliminary  pending receipt
       of a final appraisal.
  
       The acquisition of QVC,  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.
  
       Liberty  Media  Corporation,  a wholly  owned  subsidiary  of TCI,  may, at
       certain times following  February 9, 2000,  trigger the exercise of certain
       exit rights.
  
       Maclean Hunter
  
       On December 22, 1994, the Company,  through  Comcast MHCP Holdings,  L.L.C.
       (the "LLC"),  acquired  the U.S.  cable  television  and  alternate  access
       operations  of  Maclean  Hunter  Limited  ("Maclean  Hunter")  from  Rogers
       Communications  Inc.  ("RCI") and all of the  outstanding  shares of Barden
       Communications,  Inc.  ("BCI,"  and  collectively,  such  acquisitions  are
       referred to as the "Maclean Hunter  Acquisition")  for  approximately  $1.2
       billion  (subject  to certain  adjustments)  in cash.  The  Company and the
       California  Public  Employees'   Retirement  System  ("CalPERS")   invested
       approximately $305.0 million and $250.0 million,  respectively, in the LLC,
       which is owned 55% by a wholly owned  subsidiary  of the Company and 45% by
       CalPERS,  and is managed by the Company.  The Maclean  Hunter  Acquisition,
       including certain  transaction  costs, was financed with cash contributions
       from the LLC of $555.0  million and  borrowings of $715.0  million under an
       $850.0 million Maclean Hunter credit  facility.  At any time after December
       18, 2001, CalPERS may elect to liquidate its interest in the LLC at a price
       based upon the fair value of CalPERS' interest in the LLC, adjusted,  under
       certain  circumstances,  for certain  performance  criteria relating to the
       fair value of the LLC or to the Company's  common stock.  Except in certain
       limited  circumstances,  the  Company,  at its  option,  may  satisfy  this
       liquidity arrangement by purchasing CalPERS' interest for cash, through the
       issuance of the Company's common stock (subject to certain  limitations) or
       by selling the LLC. The Maclean Hunter  Acquisition was accounted for under
       the purchase method of accounting and Maclean Hunter is  consolidated  with
       the Company as of December 31, 1994.
  
       The  allocation  of the  purchase  price to the assets and  liabilities  of
       Maclean  Hunter is  preliminary  pending,  among  other  things,  the final
       purchase  price  adjustment  between the Company and RCI.  The terms of the
       Maclean  Hunter   Acquisition   provide  for,   among  other  things,   the
       indemnification  of the Company by RCI for certain  liabilities,  including
       tax liabilities, relating to Maclean Hunter prior to the acquisition date.
  
       Telecommunications Joint Venture
  
       On March 28, 1995,  subsidiaries of the Company,  TCI,  Sprint  Corporation
       ("Sprint") and Cox Communications, Inc. ("Cox") formed several partnerships
       to engage in the  business of providing  wireless  and  wireline  telephony
       services.  The principal partnership is known as MajorCo, L.P. ("MajorCo").
       The parties have agreed that MajorCo and its subsidiary  partnerships  will
       be the  exclusive  vehicle  for their  respective  investments  in  certain
       specified  telecommunications   activities,   subject  to  certain  limited
       exceptions.  MajorCo and the parties will cross-promote  telecommunications
       products and services using the "Sprint" brand name with cable services and
       products  branded  by Cox,  TCI or the  Company in their  cable  television
       systems. A partnership owned entirely by subsidiaries of the Company, known
       as Comcast Telephony Services, owns 15% of MajorCo and, indirectly, each of
       MajorCo's subsidiary partnerships.
  7
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       MajorCo will engage in the business of  providing  wireless  communications
       services,  primarily  personal  communication  services ("PCS"),  through a
       partnership  known as WirelessCo.  Cox, TCI,  Sprint and the Company formed
       WirelessCo  on October 24,  1994 and  contributed  all of their  respective
       interests in WirelessCo to MajorCo and an affiliated  partnership  on March
       28, 1995. Through WirelessCo,  the partners propose to create and operate a
       seamless,  integrated,  nationwide wireless  communications network. During
       the  term  of  a  trademark  license  from  an  affiliate  of  Sprint,  the
       partnership's services will be marketed under the "Sprint" trademark.
  
       WirelessCo was the  successful  bidder for 29 broadband PCS licenses in the
       auction  conducted by the Federal  Communications  Commission  ("FCC") from
       December 1994 through  mid-March  1995. The purchase price for the licenses
       is approximately $2.11 billion, of which $422 million has already been paid
       to the FCC. The balance of the purchase  price will be paid to the FCC when
       the licenses are issued, which is expected to occur in mid-1995. WirelessCo
       may also elect to bid in subsequent auctions for broadband PCS licenses. In
       addition,  WirelessCo  may  invest  in  other  entities  that  are  awarded
       broadband  PCS licenses,  may acquire PCS licenses  after the auctions from
       the  successful  bidders for those  licenses and may  affiliate  with other
       successful bidders for licenses.
  
       Through May 1, 1995, the Company has made total cash capital  contributions
       to  WirelessCo  of  approximately   $75  million.   The  partners'  capital
       contributions  to WirelessCo  have been used to make payments to the FCC in
       connection  with  the PCS  auction  and to  acquire  interests  in  certain
       entities  that  hold  PCS  licenses.   Additional  equity  requirements  of
       WirelessCo will be funded by the partners through capital  contributions to
       MajorCo in  proportion  to their  ownership  interests in  WirelessCo.  The
       Company  anticipates  that  MajorCo's  capital  requirements  over the next
       several years will be  significant.  These  requirements  are planned to be
       funded by external  financing in addition to capital  contributions  by the
       partners. The partners have committed to contribute $4.4 billion in cash to
       the venture during the next three years, of which the Company's share would
       be $660  million,  subject  to  reduction  resulting  from  the  method  of
       crediting in-kind contributions to MajorCo by the partners.  Although it is
       anticipated  that  external  financing  will be  available  to  MajorCo  on
       acceptable  terms and  conditions,  no  assurances  can be given as to such
       availability.
  
       MajorCo  will also  engage in the  business  of  providing  local  wireline
       telephone  service for both business and residential  customers,  primarily
       through the cable  networks of cable  television  operators  that affiliate
       with the partnership in exchange for agreed upon compensation. Cox, TCI and
       the  Company  have  agreed  to  affiliate  their  cable  systems  with  the
       partnership  to the  extent  that  their  systems  are  located  in markets
       designated in MajorCo's initial business plan. The MajorCo partners propose
       to  complete  the  initial  business  plan,  which  will also  specify  the
       partners' expected capital  contributions,  within the next few months. The
       offering  of local  wireline  telephone  services by the  partnership  will
       require the  removal of existing  regulatory  and  legislative  barriers to
       local telephone competition.
  
       The  MajorCo  partners  intend  that the  partnership  will  succeed to the
       business  currently  conducted by Cox, TCI and the Company,  together  with
       Continental   Cablevision,    Inc.   ("Continental"),    through   Teleport
       Communications  Group Inc. and TCG Partners  (collectively,  "TCG"). TCG is
       one of the  largest  competitive  access  providers  in the United  States.
       Pursuant to a contribution  agreement  entered into on March 28, 1995, Cox,
       TCI and the Company have  agreed,  subject to the  satisfaction  of certain
       conditions,  to contribute to MajorCo their respective interests in TCG and
       in the local  joint  ventures  among local cable  operators  and TCG.  Such
       contributions  will be  subject  to the  receipt  of  necessary  regulatory
       approvals and the satisfaction of other conditions.  In addition, the cable
       partners intend to negotiate with  Continental,  which owns that portion of
       TCG that is not owned by Cox, TCI or the Company, regarding the acquisition
       of its interest by such cable partners.
  8
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       Cellular Rebuild
  
       The Company's  cellular  division has entered into an agreement to purchase
       approximately  $172.0  million of switching and cell site  equipment.  This
       equipment  will replace  existing  switching and cell site  equipment.  The
       Company  expects the rebuild to be completed in the third  quarter of 1995.
       In accordance  with the provisions of SFAS No. 121, the Company has charged
       to its results of operations  approximately $110.0 million which represents
       the  difference  between the net book value of the equipment to be replaced
       and the residual  value  expected to be realized  upon its  disposal.  This
       charge has been reflected in the Company's condensed consolidated statement
       of operations and accumulated  deficit as a component of  depreciation  and
       amortization expense.
  
       Ocean County
  
       In May 1995,  the  Company  completed  the  initial  phase of its  exchange
       agreement  with McCaw  Cellular  Communications,  Inc.  whereby the Company
       acquired a 75% interest in the entity that holds the Ocean  County,  NJ RSA
       cellular  license  (the  "Ocean  County  Licensee")  in  exchange  for  the
       Company's  Hunterdon  County, NJ RSA license and $37.8 million in cash. The
       Company  expects to close the remaining  portion of the exchange  agreement
       whereby it will  acquire the  remaining  25%  interest in the Ocean  County
       Licensee before the end of 1995.
  
       Nextel
  
       In April 1995,  the  Company  exercised  certain  preemptive  rights  under
       previously existing agreements with Nextel Communications,  Inc. ("Nextel")
       whereby the Company has elected to purchase  approximately 10 million newly
       issued Nextel shares at a $12.25 per share price for a total cost of $122.5
       million.  The purchase is contingent on the closing of certain contemplated
       transactions  by Nextel  which are  expected  by Nextel to occur no earlier
       than the fourth quarter of 1995.
  
       Pro forma Results
  
       The Company would have reported  unaudited  revenues of $794.1  million and
       $703.2 million,  unaudited loss before  extraordinary items of $5.4 million
       and $32.5 million, unaudited net loss of $5.4 million and $44.1 million and
       unaudited  net loss per share of $.02 and $.19 for the three  months  ended
       March 31,  1995 and 1994,  respectively,  had the  acquisitions  of QVC and
       Maclean Hunter occurred at the beginning of each period. 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  the  acquired  entities
       since the beginning of 1994.
  
  4.   INVESTMENTS
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $186.7  million  and $186.6
       million as of March 31,  1995 and  December  31,  1994,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale, at their  estimated  fair value of $185.5 million as of March 31,
       1995 and $192.6  million as of December 31, 1994.  The  unrealized  pre-tax
       (loss) gain of ($1.2)  million and $6.0  million,  respectively,  have been
       reported  in the  Company's  condensed  consolidated  balance  sheet  as an
       (increase)  decrease in stockholders'  deficiency,  net of related deferred
       income taxes.
  
       In  January   1995,   the  Company   exchanged  its  interest  in  Heritage
       Communications,  Inc. with TCI for Class A common shares of TCI with a fair
       market value of approximately $290 million. Shortly thereafter, the Company
       sold  certain of these  shares for total  proceeds  of  approximately  $188
       million which were used to fund, in part,
  9
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       the  acquisition  of QVC.  As a result of these  transactions,  the Company
       recognized a pre-tax gain of $141 million in the first quarter of 1995.
  
       As a result of the QVC acquisition, the Company commenced consolidating the
       financial  results of QVC on a current basis. In the first quarter of 1995,
       the Company recorded its proportionate interest in QVC's net income for the
       period from  November 1, 1994 through  January 31, 1995.  Such results were
       not  previously  recorded by the Company  since QVC was accounted for under
       the equity method of  accounting  and its  proportionate  interest in QVC's
       results of operations  were  recorded two months in arrears.  The effect of
       this one-time  adjustment was not  significant to the Company's  results of
       operations.
  
       The  difference   between  the  Company's   recorded   investment  and  its
       proportionate  interests  in the book  value of its equity  investees'  net
       assets is being amortized to equity in net income or loss, primarily over a
       period of twenty years, which is consistent with the estimated lives of the
       underlying assets.
  
       Summarized  financial  information for investments  accounted for under the
       equity method of accounting is as follows (Dollars in thousands):
  Three Months     Three Months
                                                            Ended            Ended
                                                      January 31, 1995  March 31, 1995
                                                             QVC             Other          Combined
  Combined Results of Operations
             Revenue...................................   $425,921         $140,386         $566,307
             Depreciation and amortization.............     12,992           11,479           24,471
             Operating income (loss)...................     58,247          (48,955)           9,292
                  Net income (loss) as reported
                    by affiliates......................    $28,333         ($67,191)        ($38,858)
          Company's Equity in Net Income (Loss)
             Equity in current period net income 
                (loss) ................................     $4,286         ($19,978)        ($15,692)
             Amortization income (expense).............      1,194           (1,919)            (725)
                                                          --------         --------         --------
             Total equity in net income (loss).........     $5,480         ($21,897)        ($16,417)
                                                            ======         ========         ========
  March 31,1995
                                                        Combined (1)
  Combined Financial Position
              Current assets...........................   $388,007
              Noncurrent assets........................  2,416,577
              Current liabilities......................    287,868
              Noncurrent liabilities...................  1,428,410
  (1)  Excludes the financial  position of QVC which is consolidated with the
            Company as of March 31, 1995.
  10
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  Three Months     Three Months
                                                            Ended            Ended
                                                      January 31, 1994  March 31, 1994
                                                             QVC             Other          Combined
  Combined Results of Operations
             Revenue...................................   $372,489          $76,894         $449,383
             Depreciation and amortization.............     10,814           25,052           35,866
             Operating income (loss)...................     53,166          (24,788)          28,378
                  Net income (loss) as reported
                    by affiliates......................     $2,846         ($33,524)        ($30,678)
          Company's Equity in Net Income (Loss)
             Equity in current period net income 
                (loss) ................................       $421          ($9,954)         ($9,533)
             Amortization income (expense).............      1,291           (1,404)            (113)
                                                          --------          -------         --------
             Total equity in net income (loss).........     $1,712         ($11,358)         ($9,646)
                                                            ======         ========          =======
  5.   LONG-TERM DEBT
  
       The Company paid premiums and expensed  unamortized debt acquisition  costs
       totalling $17.8 million in the first quarter of 1994, primarily as a result
       of the  redemption  of its  $150.0  million,  11-7/8%  Senior  subordinated
       debentures due 2004,  resulting in the Company  recording an  extraordinary
       loss, net of tax, of $11.6 million or $.05 per share.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made interest payments of approximately $94.8 million and $70.0
       million for the three months ended March 31, 1995 and 1994, respectively.
  
       The Company redeemed its 7% Convertible subordinated debentures due 2001 on
       February 27, 1994 (accreted value $152.1 million).  In connection with such
       redemption,  substantially  all of the debentures  were converted into 13.5
       million shares of Class A Special Common Stock of the Company.
  
  7.   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 or results of operations of the
       Company.
  
       The Company  currently is seeking to justify  existing  rates for regulated
       services  in certain  of its cable  systems in the States of New Jersey and
       Connecticut  on  the  basis  of  cost-of-service   showings.   A  tentative
       settlement,  subject to  documentation  and regulatory  approval,  has been
       reached  with the State of New Jersey with respect to rates for basic cable
       services and equipment. The State of Connecticut has ordered the Company to
       reduce rates for basic cable  services and equipment and to make refunds to
       subscribers. The Connecticut decision has been appealed to the FCC. The FCC
       also is  currently  reviewing  the  Company's  rates for cable  programming
       services  in the same  systems in New Jersey and  Connecticut.  The interim
       cost-of-service regulations promulgated by the FCC do not support positions
       taken by the Company in its  cost-of-service  filings to date.  The Company
       has not  changed  its  estimate  of the  effects  of rate  regulation  from
       December 31, 1994. The Company is seeking reconsideration by the FCC of the
       interim  cost-of-service  regulations  and, if  unsuccessful  in justifying
       existing rates under cost-of-service regulations,  intends to seek judicial
       relief. However, no assurance can be given that
  11
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                    (Unaudited)
  
       the Company  will be  successful  in  cost-of-service  proceedings.  If the
       Company is not  successful  in such efforts,  and there is no  legislative,
       administrative  or judicial  relief in these matters,  the FCC  regulations
       will continue to adversely affect the Company's results of operations.
  
  8.   QUARTERLY FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  Domestic
                                                          Cable     Electronic      Cellular       Corporate
                                                     Communications  Retailing   Communications  and Other (1)       Total
  1995
  
  Revenue.....................................        $347,122       $227,019        $82,153          $7,312       $663,606
  Depreciation and amortization...............          89,498         14,272        134,482           5,225        243,477
  Operating income (loss).....................          75,636         21,990       (103,296)        (20,611)       (26,281)
  Interest expense............................          61,583         12,645         17,470          25,889        117,587
  Assets......................................       4,502,336      1,925,775      1,107,588         924,422      8,460,121
  Long-term debt..............................       2,889,608      1,106,337        764,415       1,265,403      6,025,763
  Capital expenditures and acquisitions.......          43,862      1,310,357         50,253          15,913      1,420,385
  Equity in net (losses) income of
      affiliates..............................          (2,969)         1,058           (264)        (14,242)       (16,417)
  
  1994
  
  Revenue.....................................        $260,882       $               $60,878          $6,943       $328,703
  Depreciation and amortization...............          52,391                        21,607           3,247         77,245
  Operating income (loss).....................          74,521                         3,859         (14,105)        64,275
  Interest expense............................          36,720                        13,856          28,811         79,387
  Capital expenditures and acquisitions.......          34,651                         5,103           2,645         42,399
  Equity in net (losses) income of
      affiliates..............................          (2,337)         1,712                         (9,021)        (9,646)
  - ---------------
  
       (1)  Corporate and other includes  certain  elimination  entries related to
            the segments presented.
  12
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  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 and cash equivalents and short-term investments.
  
  General Developments of Business
  
  QVC
  
  In February 1995, the Company and Tele-Communications, Inc. ("TCI") acquired all
  of the outstanding  stock of QVC, Inc.  ("QVC") for $46, in cash, per share. The
  total cost of acquiring the  outstanding  shares of QVC not previously  owned by
  the Company and TCI  (approximately 65% of such shares on a fully diluted basis)
  was approximately $1.4 billion.  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
  of  accounting  and QVC has been  consolidated  with the  Company  beginning  in
  February  1995.  The  allocation  of  the  purchase  price  to  the  assets  and
  liabilities of QVC is preliminary pending receipt of a final appraisal.
  
  The acquisition of QVC,  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.
  
  Liberty  Media  Corporation,  a wholly owned  subsidiary of TCI, may, at certain
  times following February 9, 2000, trigger the exercise of certain exit rights.
  
  Maclean Hunter
  
  On December 22, 1994, the Company,  through Comcast MHCP Holdings,  L.L.C.  (the
  "LLC"),  acquired the U.S. cable television and alternate  access  operations of
  Maclean  Hunter  Limited  ("Maclean  Hunter")  from Rogers  Communications  Inc.
  ("RCI") and all of the outstanding shares of Barden Communications, Inc. ("BCI,"
  and  collectively,  such  acquisitions  are referred to as the  "Maclean  Hunter
  Acquisition") for approximately $1.2 billion (subject to certain adjustments) in
  cash.  The  Company  and the  California  Public  Employees'  Retirement  System
  ("CalPERS")   invested   approximately   $305.0  million  and  $250.0   million,
  respectively, in the LLC, which is owned 55% by a wholly owned subsidiary of the
  Company and 45% by CalPERS,  and is managed by the Company.  The Maclean  Hunter
  Acquisition,  including  certain  transaction  costs,  was  financed  with  cash
  contributions  from the LLC of $555.0  million and  borrowings of $715.0 million
  under an $850.0  million  Maclean  Hunter  credit  facility.  At any time  after
  December 18, 2001,  CalPERS may elect to liquidate  its interest in the LLC at a
  price based upon the fair value of CalPERS' interest in the LLC, adjusted, under
  certain  circumstances,  for certain  performance  criteria relating to the fair
  value of the LLC or to the  Company's  common stock.  Except in certain  limited
  circumstances,   the  Company,   at  its  option,  may  satisfy  this  liquidity
  arrangement by purchasing  CalPERS'  interest for cash,  through the issuance of
  the Company's  common stock (subject to certain  limitations)  or by selling the
  LLC. The Maclean Hunter  Acquisition was accounted for under the purchase method
  of accounting and Maclean Hunter is consolidated with the Company as of December
  31, 1994.
  13
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  The  allocation of the purchase  price to the assets and  liabilities of Maclean
  Hunter is  preliminary  pending,  among other things,  the final  purchase price
  adjustment  between  the  Company  and  RCI.  The  terms of the  Maclean  Hunter
  Acquisition  provide for, among other things, the indemnification of the Company
  by RCI for certain liabilities,  including tax liabilities,  relating to Maclean
  Hunter prior to the acquisition date.
  
  Telecommunications Joint Venture
  
  On  March  28,  1995,  subsidiaries  of the  Company,  TCI,  Sprint  Corporation
  ("Sprint") and Cox Communications,  Inc. ("Cox") formed several  partnerships to
  engage in the business of providing  wireless and wireline  telephony  services.
  The principal  partnership is known as MajorCo,  L.P.  ("MajorCo").  The parties
  have agreed that MajorCo and its subsidiary  partnerships  will be the exclusive
  vehicle for their respective investments in certain specified telecommunications
  activities,  subject to certain limited exceptions. MajorCo and the parties will
  cross-promote  telecommunications products and services using the "Sprint" brand
  name with cable  services  and  products  branded by Cox,  TCI or the Company in
  their cable television  systems. A partnership owned entirely by subsidiaries of
  the  Company,  known as Comcast  Telephony  Services,  owns 15% of MajorCo  and,
  indirectly, each of MajorCo's subsidiary partnerships.
  
  MajorCo  will  engage  in the  business  of  providing  wireless  communications
  services,   primarily  personal  communication   services  ("PCS"),   through  a
  partnership  known as  WirelessCo.  Cox,  TCI,  Sprint  and the  Company  formed
  WirelessCo on October 24, 1994 and contributed all of their respective interests
  in  WirelessCo  to MajorCo  and an  affiliated  partnership  on March 28,  1995.
  Through  WirelessCo,  the  partners  propose to create and  operate a  seamless,
  integrated,  nationwide wireless  communications  network.  During the term of a
  trademark license from an affiliate of Sprint,  the partnership's  services will
  be marketed under the "Sprint" trademark.
  
  WirelessCo  was the  successful  bidder for 29  broadband  PCS  licenses  in the
  auction conducted by the Federal Communications Commission ("FCC") from December
  1994  through   mid-March   1995.   The  purchase  price  for  the  licenses  is
  approximately  $2.11 billion, of which $422 million has already been paid to the
  FCC. The balance of the purchase price will be paid to the FCC when the licenses
  are issued, which is expected to occur in mid-1995.WirelessCo  may also elect to
  bid in subsequent auctions for broadband PCS licenses.  In addition,  WirelessCo
  may invest in other  entities  that are  awarded  broadband  PCS  licenses,  may
  acquire PCS licenses  after the auctions from the  successful  bidders for those
  licenses and may affiliate with other successful bidders for licenses.
  
  MajorCo will also engage in the business of providing  local wireline  telephone
  service for both business and residential customers, primarily through the cable
  networks of cable  television  operators that affiliate with the  partnership in
  exchange for agreed upon  compensation.  Cox, TCI and the Company have agreed to
  affiliate  their cable  systems  with the  partnership  to the extent that their
  systems are located in markets  designated in MajorCo's  initial  business plan.
  The MajorCo  partners  propose to complete the initial business plan, which will
  also specify the partners' expected capital  contributions,  within the next few
  months.  The offering of local wireline  telephone  services by the  partnership
  will  require the removal of existing  regulatory  and  legislative  barriers to
  local telephone competition.
  
  The MajorCo  partners intend that the  partnership  will succeed to the business
  currently  conducted  by Cox,  TCI and the Company,  together  with  Continental
  Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group Inc.
  and TCG Partners  (collectively,  "TCG"). TCG is one of the largest  competitive
  access  providers in the United  States.  Pursuant to a  contribution  agreement
  entered into on March 28, 1995, Cox, TCI and the Company have agreed, subject to
  the  satisfaction  of  certain  conditions,   to  contribute  to  MajorCo  their
  respective  interests in TCG and in the local joint  ventures  among local cable
  operators  and  TCG.  Such  contributions  will be  subject  to the  receipt  of
  necessary  regulatory  approvals and the  satisfaction of other  conditions.  In
  addition, the cable partners intend to
  14
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  negotiate with Continental,  which owns that portion of TCG that is not owned by
  Cox, TCI or the Company, regarding the acquisition of its interest by such cable
  partners. 
  
                                --------------------
  
  Liquidity and Capital Resources
  
  Cash and cash  equivalents  and short-term  investments as of March 31, 1995 and
  December  31, 1994 were $441.2  million and $465.5  million,  respectively.  The
  majority of the cash and cash equivalents is held by subsidiaries of the Company
  and is restricted to the use by these  subsidiaries  under  contractual or other
  arrangements.
  
  The Company's cash and cash equivalents and short-term  investments are recorded
  at cost which  approximates  their fair value.  At March 31, 1995, the Company's
  short-term  investments  of $25.4  million  had a weighted  average  maturity of
  approximately  13 months.  However,  due to the high degree of liquidity and the
  intent of management to use these investments as needed to fund its commitments,
  the Company considers these as current assets.
  
  In January 1995, the Company exchanged its interest in Heritage  Communications,
  Inc.  with TCI for  Class A common  shares  of TCI with a fair  market  value of
  approximately $290 million (the "Heritage Transaction"). Shortly thereafter, the
  Company sold certain of these shares for total  proceeds of  approximately  $188
  million which were used to fund, in part, the acquisition of QVC. As a result of
  these transactions, the Company has recognized a pre-tax gain of $141 million in
  the first quarter of 1995.
  
  In April 1995, the Company exercised certain  preemptive rights under previously
  existing  agreements with Nextel  Communications,  Inc.  ("Nextel")  whereby the
  Company has elected to purchase  approximately  10 million  newly issued  Nextel
  shares at a $12.25  per  share  price for a total  cost of $122.5  million.  The
  purchase is contingent on the closing of certain  contemplated  transactions  by
  Nextel which are expected by Nextel to occur no earlier than the fourth  quarter
  of 1995.
  
  In May 1995, the Company  completed the initial phase of its exchange  agreement
  with McCaw  Cellular  Communications,  Inc.  whereby the Company  acquired a 75%
  interest in the entity that holds the Ocean County, NJ RSA cellular license (the
  "Ocean County Licensee") in exchange for the Company's  Hunterdon County, NJ RSA
  license and $37.8  million in cash.  The Company  expects to close the remaining
  portion of the  exchange  agreement  whereby it will acquire the  remaining  25%
  interest in the Ocean County Licensee before the end of 1995.
  
  Through May 1, 1995,  the Company has made total cash capital  contributions  to
  WirelessCo of approximately $75 million. The partners' capital  contributions to
  WirelessCo have been used to make payments to the FCC in connection with the PCS
  auction and to acquire  interests in certain  entities  that hold PCS  licenses.
  Additional  equity  requirements  of  WirelessCo  will be funded by the partners
  through  capital  contributions  to MajorCo  in  proportion  to their  ownership
  interests  in  WirelessCo.   The  Company  anticipates  that  MajorCo's  capital
  requirements over the next several years will be significant. These requirements
  are  planned  to  be  funded  by  external  financing  in  addition  to  capital
  contributions  by the partners.  The partners have committed to contribute  $4.4
  billion  in cash to the  venture  during  the next  three  years,  of which  the
  Company's share would be $660 million,  subject to reduction  resulting from the
  method of crediting in-kind  contributions to MajorCo by the partners.  Although
  it is  anticipated  that  external  financing  will be  available  to MajorCo on
  acceptable  terms  and  conditions,  no  assurances  can  be  given  as to  such
  availability.
  
  As of March 31, 1995,  certain  subsidiaries  of the Company had unused lines of
  credit of $545 million, of which $50.0 million was utilized through May 4, 1995.
  
  The Company expects to continue 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 for the foreseeable
  15
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  future.   The   telecommunications   industry,   including  cable  and  cellular
  communications,  is 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  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 its fixed  charges,  through its
  cash  flows  from  operating  activities,  existing  cash and cash  equivalents,
  short-term  investments,  sales of assets,  lines of credit  and other  external
  financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  increased  $80.6  million as of March 31,  1995 from
  December  31,  1994 and  increased  $170.0  million  as of March  31,  1994 from
  December 31, 1993. 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 $72.8 million and $62.2
  million for the three  months ended March 31, 1995 and 1994,  respectively.  The
  increase of $10.6 million is due to the effects of the  acquisitions  of QVC and
  Maclean  Hunter,  offset by changes in working capital as a result of the timing
  of receipts and disbursements.
  
  Net  cash  provided  by (used  in)  financing  activities,  which  includes  the
  issuances of  securities  as well as  borrowings,  was $1.3 billion and ($200.6)
  million for the three  months ended March 31, 1995 and 1994,  respectively.  For
  the three  months  ended March 31,  1995,  the  Company  borrowed  $1.3  billion
  consisting  principally of funds borrowed in connection  with the acquisition of
  QVC.  For the three  months ended March 31,  1994,  the Company  repurchased  or
  redeemed  and  retired  $195.0  million  of its  long-term  debt  including  the
  Company's $150.0 million, 11-7/8% Senior subordinated debentures due 2004.
  
  Net cash  used in  (provided  by)  investing  activities  was $1.3  billion  and
  ($308.4)   million  for  the  three  months  ended  March  31,  1995  and  1994,
  respectively.  For the  three  months  ended  March 31,  1995,  net cash used in
  investing  activities includes the acquisition of QVC, net of cash acquired,  of
  $1.3  billion,  additional  investments  in  affiliates  of $137.3  million  and
  additions to property and equipment of $109.6 million.  Such amounts were offset
  by  proceeds  from  sales of  short-term  and  long-term  investments  of $292.9
  million. Net proceeds of $340.0 million from the sale of short-term  investments
  for the three  months  ended  March 31,  1994  were  used to redeem  and  retire
  long-term debt and to purchase cash equivalents.
  
  Results of Operations
  
  The  effects of the QVC and  Maclean  Hunter  acquisitions  has been to increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation and amortization  expense and net interest expense.  However, it is
  expected  that because of the increases in  depreciation  and  amortization  and
  interest expense  associated with these  acquisitions  and their financing,  the
  Company will continue to realize substantial losses for the foreseeable future.
  
  For the three  months  ended  March  31,  1995 and 1994,  the  Company  realized
  operating income before  depreciation and amortization  (commonly referred to in
  the Company's  businesses as "operating  cash flow") of $217.2 million and 141.5
  million,  respectively,  representing  an increase of $75.7 million or 53%. This
  increase  is a result of the items  discussed  below.  Operating  cash flow is a
  measure of a  company's  ability to generate  cash to service  its  obligations,
  including  debt  service   obligations,   and  to  finance   capital  and  other
  expenditures.  In part due to the  capital  intensive  nature  of the  Company's
  businesses and the resulting significant level of non-cash depreciation and
  16
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  amortization expense, operating cash flow is frequently used as one of the bases
  for comparing 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.
  
  The Company  realized revenue of $663.6 million and $328.7 million for the three
  months ended March 31, 1995 and 1994, respectively,  representing an increase of
  $334.9 million or 102%. For the three months ended March 31, 1995, approximately
  52% of such revenue  represents  service income  related to the Company's  cable
  division,  approximately 34% represents net sales from electronic retailing as a
  result of the  consolidation  of QVC and  approximately  12% represents  service
  income related to the Company's  cellular  division.  For the three months ended
  March 31, 1994,  approximately  79% of such revenue  represents  service  income
  related to the Company's cable division and approximately 19% represents service
  income related to the Company's cellular division.
  
  Cost of goods sold from  electronic  retailing  was $138.1  million  for the two
  months  ended March 31, 1995  representing  approximately  61% of net sales from
  electronic retailing for that period.
  
  Operating,  selling, general and administrative expenses were $308.3 million and
  $187.2 million for the three months ended March 31, 1995 and 1994, respectively,
  representing  an increase of $121.1  million or 65%.  For the three months ended
  March 31, 1995, approximately 59% of such expenses relate to the Company's cable
  division, approximately 17% relate to the consolidation of QVC and approximately
  17% relate to the Company's cellular division.  For the three months ended March
  31, 1994,  approximately  72% of such expenses  related to the  Company's  cable
  division and approximately 19% related to the Company's cellular division.
  
  Depreciation and amortization was $243.5 million and $77.2 million for the three
  months ended March 31, 1995 and 1994, respectively,  representing an increase of
  $166.3 million.  The increase is due to the effects of the rebuild of certain of
  the Company's  cellular  equipment,  as described below, as well as depreciation
  and amortization resulting from the acquisitions of QVC and Maclean Hunter.
  
  Interest expense was $117.6 million and $79.4 million for the three months ended
  March 31, 1995 and 1994, respectively, representing an increase of $38.2 million
  or 48%.  The increase is primarily  due to increased  levels of debt  associated
  with the acquisitions of QVC and Maclean Hunter.
  
  For the three  months  ended March 31,  1995 and 1994,  the  Company's  earnings
  before extraordinary  items, income tax expense (benefit),  equity in net losses
  of affiliates and fixed charges (interest expense) were $137.3 million and $72.6
  million,  respectively.  Excluding the pre-tax gain of $141 million  realized in
  the first quarter of 1995 in  connection  with the Heritage  Transaction,  these
  earnings  were not  adequate  to cover the  Company's  fixed  charges  of $117.6
  million and $79.4  million for the three  months  ended March 31, 1995 and 1994,
  respectively. Fixed charges include non-cash interest of $13.5 million and $13.6
  million for the three  months ended March 31, 1995 and 1994,  respectively.  The
  inadequacy  of these  earnings to cover fixed  charges is  primarily  due to the
  substantial   non-cash  charges  for  depreciation  and  amortization   expense,
  including  a pre-tax  charge  associated  with the  rebuild  of  certain  of the
  Company's cellular equipment,  of $243.5 million and $77.2 million for the three
  months ended March 31, 1995 and 1994, respectively.
  
  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  and  cash  equivalents,  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  17
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  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  Company  recognized  income  tax  expense  (benefit)  of $3.9  million  and
  ($666,000) for the three months ended March 31, 1995 and 1994, respectively.
  
  The Company paid  premiums  and  expensed  unamortized  debt  acquisition  costs
  totalling $18.0 million during 1994,  primarily as a result of the redemption of
  its $150.0 million,  11-7/8% Senior subordinated  debentures due 2004, resulting
  in the Company recording an extraordinary  loss, net of tax, of $11.6 million or
  $.05 per share.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  Cable Communications
  
  The Company's  cable  division  realized  service  income of $347.1  million and
  $260.9 million for the three months ended March 31, 1995 and 1994, respectively,
  representing an increase of $86.2 million or 33%. The Maclean Hunter acquisition
  accounted  for $64.5 million of the  increase.  The remaining  increase of $21.7
  million is  attributable  to  subscriber  growth of $12.0  million,  new product
  offerings of $2.7 million and a $7.0 million change in the estimated  effects of
  cable rate regulation.
  
  Operating,  selling, general and administrative expenses for the Company's cable
  division were $182.0 million and $134.0 million for the three months ended March
  31, 1995 and 1994,  respectively,  representing  an increase of $48.0 million or
  36%. The Maclean Hunter acquisition accounted for $36.1 million of the increase.
  The  remaining  increase of $11.9  million is  attributable  to increases in the
  costs of labor,  billing and cable  programming as a result of subscriber growth
  and  rate  increases.  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.
  
  Electronic Retailing
  
  As a  result  of the QVC  acquisition,  effective  February  1995,  the  Company
  commenced  consolidating  the  financial  results  of  QVC on a  current  basis.
  Comparative quarterly financial information for the three months ended March 31,
  1995 and 1994 is  presented  herein for purposes of analysis and may not reflect
  what actual  results of  operations  would have been had the  Company  owned QVC
  since January 1, 1994.
  
  QVC recognized net sales from electronic  retailing of $358.5 million and $311.9
  million  for the  three  months  ended  March 31,  1995 and 1994,  respectively,
  representing  an increase of $46.6 million or 15%. The increase in the net sales
  from electronic  retailing  includes the effects of a 7% increase in the average
  number of homes receiving QVC services,  an increase of 7% in net sales per full
  time equivalent home and other revenue sources.
  
  QVC recognized operating,  selling, general and administrative expenses of $83.8
  million and $75.0  million for the three  months  ended March 31, 1995 and 1994,
  respectively,  representing an increase of $8.8 million or 12%. This increase is
  attributable to higher  advertising  costs and additional  costs associated with
  secondary channel services.
  
  QVC recognized  cost of goods sold from  electronic  retailing of $216.1 million
  and  $190.3  million  for the  three  months  ended  March  31,  1995 and  1994,
  respectively.  Such costs have  remained  consistent  as a percentage  of sales,
  representing  60% of net sales from  electronic  retailing  for the three months
  ended  March 31,  1995 and 61% of net sales from  electronic  retailing  for the
  three months ended March 31, 1994.
  18
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  Cellular Communications
  
  The Company's  cellular  division  realized  service income of $82.2 million and
  $60.9 million for the three months ended March 31, 1995 and 1994,  respectively,
  representing  an increase of $21.3 million or 35%. The increase is  attributable
  to  subscriber  growth,  partially  offset by the  effects of a decrease  in the
  average minutes-of-use per cellular subscriber. The Company expects the decrease
  in average minutes-of-use per cellular subscriber to continue in the future.
  
  Operating,  selling,  general  and  administrative  expenses  for the  Company's
  cellular  division  were $51.0  million and $35.4  million for the three  months
  ended March 31, 1995 and 1994,  respectively,  representing an increase of $15.6
  million or 44%. This increase is primarily due to increases in  commissions  and
  marketing expense as a result of subscriber growth.
  
  The  Company's  cellular  division  has entered  into an  agreement  to purchase
  approximately  $172.0  million  of  switching  and  cell  site  equipment.  This
  equipment will replace existing  switching and cell site equipment.  The Company
  expects the rebuild to be completed in the third  quarter of 1995. In accordance
  with the  provisions  of Statement of Financial  Accounting  Standards  No. 121,
  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
  be  Disposed  Of,"  the  Company  has  charged  to  its  results  of  operations
  approximately  $110.0 million which  represents  the difference  between the net
  book value of the equipment to be replaced and the residual value expected to be
  realized  upon its  disposal.  This charge has been  reflected in the  Company's
  condensed  consolidated  statement of operations  and  accumulated  deficit as a
  component of depreciation and amortization expense.
  
  Cable Rate Regulation Developments
  
  The  Company  currently  is  seeking  to justify  existing  rates for  regulated
  services  in  certain  of its cable  systems  in the  States of New  Jersey  and
  Connecticut on the basis of cost-of-service  showings.  A tentative  settlement,
  subject to  documentation  and  regulatory  approval,  has been reached with the
  State of New  Jersey  with  respect  to  rates  for  basic  cable  services  and
  equipment.  The State of Connecticut has ordered the Company to reduce rates for
  basic cable  services  and  equipment  and to make refunds to  subscribers.  The
  Connecticut  decision  has been  appealed to the FCC.  The FCC also is currently
  reviewing the Company's rates for cable programming services in the same systems
  in  New  Jersey  and  Connecticut.   The  interim  cost-of-service   regulations
  promulgated  by the FCC do not  support  positions  taken by the  Company in its
  cost-of-service filings to date. The Company has not changed its estimate of the
  effects of rate  regulation  from  December  31,  1994.  The  Company is seeking
  reconsideration  by the FCC of the interim  cost-of-service  regulations and, if
  unsuccessful  in justifying  existing rates under  cost-of-service  regulations,
  intends to seek  judicial  relief.  However,  no assurance can be given that the
  Company will be successful in cost-of-service proceedings. If the Company is not
  successful  in such  efforts,  and there is no  legislative,  administrative  or
  judicial relief in these matters, the FCC regulations will continue to adversely
  affect the Company's results of operations.
  19
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
  PART II.  OTHER INFORMATION
  
       ITEM 1.  Legal Proceedings
  
           1.   In May 1994,  the Company  filed an appeal with the U.S.  Court of
                Appeals  for the  District  of Columbia  Circuit  challenging  the
                legality of various Federal Communications Commission ("FCC") rate
                regulation  Orders.  The  Company has also  intervened  in similar
                pending  actions.  The  Company  intends to continue to assess the
                impact of the FCC's rate  regulations  and to  develop  additional
                strategies to minimize the adverse impact of such  regulations and
                the other provisions of the Cable Television  Consumer  Protection
                and Competition Act of 1992 on the Company's business.
  
           2.   In May 1995, the eight state attorneys  general,  who in June 1994
                filed civil actions in state courts challenging the processes used
                by the Company to implement changes in cable rates on September 1,
                1993,  agreed to dismiss such actions.  The Company also agreed to
                dismiss its claims and counterclaims  filed in these matters.  All
                such dismissals are subject to judicial approval.
  
           3.   In April 1995, Bell Atlantic Corp. requested that the FCC suspend,
                until further  notice,  consideration  of  applications to provide
                video  dialtone  facilities in portions of its  telephone  service
                area, including areas served by the Company's cable communications
                systems.  The  Company  cannot  predict if and when Bell  Atlantic
                Corp. will renew its video dialtone applications,  the form of any
                such revised  applications,  or the actions to be taken by the FCC
                in response thereto.
  
           4.   In March  1995,  the Company  entered  into  agreements  to settle
                various  disputes  pending in the courts and at the FCC  regarding
                the  ownership,  operation  and  transfer  of the  license for the
                cellular telephone system in the Atlantic City, New Jersey MSA. In
                conjunction  with the proposed  settlement,  the Company agreed to
                purchase  the license  for the  cellular  telephone  system in the
                Vineland, New Jersey RSA. The settlement is subject to a favorable
                determination  at the FCC of proceedings  concerning the status of
                the current Atlantic City cellular  licensee,  approval by the FCC
                of the  transfers to the Company of the cellular  licenses,  other
                regulatory approvals and consents of third parties.
  
       ITEM 6.  Exhibits and Reports on Form 8-K
  
       (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
            10.1 Agreement  of Limited  Partnership  of MajorCo,  L.P., a Delaware
                 Limited  Partnership,  dated as of March 28,  1995,  among Sprint
                 Spectrum, L.P., TCI Network Services,  Comcast Telephony Services
                 and Cox  Telephony  Partnership  (incorporated  by  reference  to
                 exhibit 5.1 to the Company's  Current Report on Form 8-K filed on
                 April 13, 1995).
  
            10.2 Contribution Agreement by and among TCI Network Services, Comcast
                 Telephony Services, Cox Telephony Partnership,  MajorCo, L.P. and
                 NewtelCo,  L.P.,  dated as of March 28,  1995,  (incorporated  by
                 reference to exhibit 5.2 to the Company's  Current Report on Form
                 8-K filed on April 13, 1995).
  
            10.3 Agreement  of Limited  Partnership  of MinorCo,  L.P., a Delaware
                 Limited  Partnership,  dated as of March 28,  1995,  among Sprint
                 Spectrum, L.P., TCI Network Services,  Comcast Telephony Services
                 and Cox  Telephony  Partnership  (incorporated  by  reference  to
                 exhibit 5.3 to the Company's  Current Report on Form 8-K filed on
                 April 13, 1995).
  20
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
            10.4 Amendment   to   Stock   Purchase   Agreement   between   Comcast
                 Corporation,  Comcast FCI, Inc. and Nextel Communications,  Inc.,
                 dated as of April 3, 1995  (incorporated  by reference to exhibit
                 5.4 to the  Company's  Current  Report on Form 8-K filed on April
                 13, 1995).
  
            10.5 Amended and Restated Stockholders Agreement, dated as of February
                 9, 1995,  among  Comcast  Corporation,  Comcast  QVC,  Inc.,  QVC
                 Programming  Holdings,  Inc.,  Liberty  Media  Corporation,   QVC
                 Investment, Inc. and Liberty QVC, Inc.
  
            27   Financial Data Schedule. 
  
       (b) Reports on Form 8-K
  
            (i)  The  Company  filed a Current  Report on Form 8-K under Item 2 on
                 January 6, 1995  relating to the  acquisition  of the U.S.  Cable
                 Television  Operations of Maclean  Hunter  Limited which included
                 the  Company's   Unaudited  Pro  Forma   Condensed   Consolidated
                 Financial  Statements  as  of  and  for  the  nine  months  ended
                 September   30,  1994  and  the  Unaudited   Combined   Financial
                 Statements  for the U.S. Cable  Television  Operations of Maclean
                 Hunter as of and for the three and nine  months  ended  September
                 30,  1994  as  well  as  the  Unaudited   Consolidated  Financial
                 Statements for QVC, Inc.  (formerly,  QVC Network,  Inc.) for the
                 quarter ended July 31, 1994, which were incorporated by reference
                 to QVC, Inc.'s Quarterly Report on Form 10-Q for that period.
  
            (ii) The  Company  filed a Current Report on Form 8-K under  Item 2 on
                 February 23, 1995 relating to the acquisition of QVC, Inc.
  21
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                            QUARTER ENDED MARCH 31, 1995
  
                                     SIGNATURE
  
           Pursuant to the  Requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                COMCAST CORPORATION
  
                               /s/ LAWRENCE S. SMITH
                                   Lawrence S. Smith
                                   Senior Vice President
                                   Accounting and Administration
                                  (Chief Accounting Officer)
  
  Date: May 15, 1995