content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                   MARCH 31, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                          Commission File Number 333-31009
  
                            COMCAST CELLULAR CORPORATION
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                        23-2687447
  --------------------------------------------------------------------------------
      (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                      Identification No.)
  
                   1201 Market Street, Wilmington, Delaware 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (302) 594-8700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  _X_                                              No ___
  
                             --------------------------
  
  As of March 31, 1999, there were 100 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions H (1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                  TABLE OF CONTENTS
  
  
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1999 and December 31,
                      1998 (Unaudited)..........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31,
                      1999 and 1998 (Unaudited).................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31,
                      1999 and 1998 (Unaudited).................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 6
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations............................................7 - 9
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings........................................10
  
            Item 6.   Exhibits and Reports on Form 8-K.........................10
  
            SIGNATURES.........................................................11
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, equipment and capital costs; future acquisitions,  strategic partnerships
  and  divestitures;  general  business and economic  conditions;  and other risks
  detailed  from time to time in the  Company's  periodic  reports  filed with the
  Securities and Exchange Commission.
  
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                (Dollars in thousands, except share data)
                                                                       March 31,         December 31,
                                                                         1999                1998
                                                                     -----------         -----------
  <S>                                                                <C>                 <C>       
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents ...............................            $15,769             $24,422
     Accounts receivable, less allowance for doubtful accounts
       of $4,367 and $4,870 ..................................             72,534              75,302
     Inventories .............................................             15,223              23,292
     Other current assets ....................................              3,994               4,937
                                                                      -----------         -----------
         Total current assets ................................            107,520             127,953
                                                                      -----------         -----------
  
  INVESTMENT IN AFFILIATE ....................................                                 28,214
                                                                      -----------         -----------
  
  PROPERTY AND EQUIPMENT .....................................            702,330             686,240
     Accumulated depreciation ................................           (295,862)           (267,993)
                                                                      -----------         -----------
     Property and equipment, net .............................            406,468             418,247
                                                                      -----------         -----------
  
  DEFERRED CHARGES AND OTHER .................................          1,325,023           1,276,531
     Accumulated amortization ................................           (368,267)           (356,311)
                                                                      -----------         -----------
     Deferred charges and other, net .........................            956,756             920,220
                                                                      -----------         -----------
                                                                       $1,470,744          $1,494,634
                                                                      ===========         ===========
  LIABILITIES AND STOCKHOLDER'S DEFICIENCY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses ...................            $78,522            $116,979
     Accrued interest ........................................             40,034              16,802
     Current portion of long-term debt .......................                470                 461
     Due to affiliates .......................................             16,262              18,508
                                                                      -----------         -----------
         Total current liabilities ...........................            135,288             152,750
                                                                      -----------         -----------
  
  LONG-TERM DEBT, less current portion .......................          1,274,068           1,274,159
                                                                      -----------         -----------
  
  DEFERRED INCOME TAXES ......................................            217,866             230,046
                                                                      -----------         -----------
  
  MINORITY INTEREST AND OTHER ................................             35,459               8,073
                                                                      -----------         -----------
  COMMITMENTS AND CONTINGENCIES
  
  MANDATORILY REDEEMABLE PREFERRED STOCK HELD BY AFFILIATE ...            200,796             195,059
                                                                      -----------         -----------
  STOCKHOLDER'S DEFICIENCY
     Common stock, $.01 par value - authorized, 1,000 shares;
       issued, 100 shares
     Additional capital ......................................            531,491             537,228
     Accumulated deficit .....................................           (924,224)           (902,681)
                                                                      -----------         -----------
         Total stockholder's deficiency ......................           (392,733)           (365,453)
                                                                      -----------         -----------
                                                                       $1,470,744          $1,494,634
                                                                      ===========         ===========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  
  
  <TABLE>
  <CAPTION>
                                                       (Dollars in thousands)
                                                     Three Months Ended March 31,
                                                      1999                  1998
                                                   ---------             ---------
  <S>                                               <C>                   <C>     
  SERVICE INCOME, net ...........................   $109,849              $105,386
                                                   ---------             ---------
  
  COSTS AND EXPENSES
     Operating ..................................     10,626                 9,356
     Selling, general and administrative.........     69,615                58,117
     Depreciation and amortization ..............     36,695                27,994
                                                   ---------             ---------
                                                     116,936                95,467
                                                   ---------             ---------
  
  OPERATING (LOSS) INCOME .......................     (7,087)                9,919
  
  OTHER (INCOME) EXPENSE
     Interest expense ...........................     27,623                28,578
     Investment income ..........................       (206)                 (330)
     Equity in net losses of affiliates .........                               20
     Minority interest and other ................       (781)                  228
                                                   ---------             ---------
                                                      26,636                28,496
                                                   ---------             ---------
  
  LOSS BEFORE INCOME TAX BENEFIT ................    (33,723)              (18,577)
  
  INCOME TAX BENEFIT ............................    (12,180)               (6,768)
                                                   ---------             ---------
  
  NET LOSS ......................................    (21,543)              (11,809)
  
  PREFERRED DIVIDENDS ...........................     (5,737)               (5,106)
                                                   ---------             ---------
  
  NET LOSS FOR COMMON STOCKHOLDER ...............   ($27,280)             ($16,915)
                                                   =========             =========
  
  ACCUMULATED DEFICIT
     Beginning of period ........................  ($902,681)            ($906,888)
     Net loss ...................................    (21,543)              (11,809)
                                                   ---------             ---------
  
     End of period ..............................  ($924,224)            ($918,697)
                                                   =========             =========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                    (Dollars in thousands)
                                                                                 Three Months Ended March 31,
                                                                                  1999                 1998
                                                                                --------             --------
  <S>                                                                           <C>                  <C>      
  OPERATING ACTIVITIES
     Net loss ..............................................................    ($21,543)            ($11,809)
     Adjustments to reconcile net loss to net cash (used in) provided
      by operating activities:
       Depreciation and amortization .......................................      36,695               27,994
       Non-cash interest expense ...........................................          29                1,414
       Equity in net losses of affiliates ..................................                               20
       Minority interest ...................................................        (781)                 265
       Deferred income taxes and other .....................................     (12,227)              (6,107)
                                                                                --------             --------
                                                                                   2,173               11,777
  
       Changes in working capital accounts .................................      (2,497)               4,043
                                                                                --------             --------
  
             Net cash (used in) provided by operating activities ...........        (324)              15,820
                                                                                --------             --------
  
  FINANCING ACTIVITIES
     Repayments of long-term debt ..........................................        (111)             (10,000)
     Deferred financing costs ..............................................                              (79)
     Net transactions with affiliates ......................................        (848)               4,734
                                                                                --------             --------
  
             Net cash used in financing activities .........................        (959)              (5,345)
                                                                                --------             --------
  
  INVESTING ACTIVITIES
     Capital expenditures ..................................................      (7,566)              (4,389)
     Other .................................................................         196                  (12)
                                                                                --------             --------
  
             Net cash used in investing activities .........................      (7,370)              (4,401)
                                                                                --------             --------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS .........................      (8,653)               6,074
  
  CASH AND CASH EQUIVALENTS, beginning of period ...........................      24,422                4,692
                                                                                --------             --------
  
  CASH AND CASH EQUIVALENTS, end of period .................................     $15,769              $10,766
                                                                                ========             ========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
  
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed consolidated balance sheet as of March 31, 1999 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1999 and 1998 have been prepared
       by Comcast Cellular  Corporation (the "Company"),  an indirect wholly owned
       subsidiary of Comcast Corporation  ("Comcast") and have not been audited by
       the  Company's  independent  auditors.  In the opinion of  management,  all
       adjustments necessary to present fairly the financial position,  results of
       operations  and  cash  flows  as of  March  31,  1999  and for all  periods
       presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1999
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1999.
  
  3.   SALE OF THE COMPANY
  
       In January 1999, Comcast agreed to sell the Company to SBC  Communications,
       Inc. ("SBC") for  approximately  $400 million in cash and the assumption of
       approximately  $1.3  billion  of the  Company's  debt.  Comcast  expects to
       complete  the sale in the  second  quarter of 1999  pending  receipt of all
       necessary regulatory and other approvals.
  
  4.   LONG-TERM DEBT
  
       As of March 31, 1999, Comcast Cellular  Communications,  Inc.  ("CCCI"),  a
       wholly-owned  subsidiary of the Company,  had  outstanding  $275.0  million
       under its $396.5 million  revolving  credit  facility,  which consists of a
       $300.0  million five and one quarter year  revolving  credit  facility (the
       "Tranche A Credit  Facility") and a $96.5 million 364-day  revolving credit
       facility (the "Tranche B Credit  Facility").  The Tranche B Credit Facility
       will expire in October  1999.  In April 1999,  CCCI  borrowed an additional
       $40.0 million under its revolving  credit  facility,  the proceeds of which
       were used,  together  with  available  cash,  to pay  semi-annual  interest
       related to the Company's 9 1/2% Senior Notes due 2007 (the "Senior Notes").
  
       As of March  31,  1999 and  December  31,  1998,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 8.59%
       and 8.69%, respectively.
  
                                          5
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  
  5.   C-SW CELLULAR PARTNERSHIP
  
       The Company and SBC,  through the C-SW  Cellular  Partnership  ("C-SW"),  a
       partnership  owned  50% by each  of the  Company  and  SBC,  purchased  the
       cellular license for the Delaware 1 Rural Statistical Area in May 1996. The
       Company's investment of $28.2 million as of December 31, 1998 was accounted
       for under the equity  method and was  classified as investment in affiliate
       in the Company's condensed consolidated balance sheet. Effective January 1,
       1999,  the Company began  consolidating  C-SW and the liability  related to
       SBC's interest is included in minority  interest and other in the Company's
       March 31, 1999 condensed  consolidated  balance sheet. As the consolidation
       of C-SW was a non-cash  transaction,  it had no  significant  impact on the
       Company's condensed consolidated statement of cash flows.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast and CCCI are parties to a  management  agreement  pursuant to which
       Comcast  manages  the  business  and  operations  of CCCI.  The  management
       agreement  provides  for an  annual  management  fee of 1.5%  of  revenues.
       Management  fees of $1.7  million and $1.6 million were charged to selling,
       general and administrative expenses during the three months ended March 31,
       1999 and 1998, respectively.
  
       During  1997,  the  Company  authorized  10,000  shares  of $.01 par  value
       preferred  stock and designated  5,200 of such shares as Series A Preferred
       Stock. In May 1997, the Company issued  1,614.775 shares of its mandatorily
       redeemable  Series A Preferred Stock to Comcast  Financial  Corporation,  a
       wholly owned  subsidiary of Comcast.  Each holder of the Series A Preferred
       Stock is entitled to receive  cumulative  cash dividends at the annual rate
       of $12,000 per share,  payable  semi-annually  on May 1 and November 1 each
       year,  in arrears.  At the option of the  Company,  by  declaration  of the
       Company's Board of Directors, dividends may be paid in additional shares of
       Series A Preferred Stock (the "Additional  Shares") instead of cash through
       May 1, 2007. To the extent  dividends are paid in Additional  Shares,  such
       Additional  Shares shall be valued at $100,000 per share with a liquidation
       value of $100,000 per share. The Series A Preferred Stock is redeemable, at
       the  option  of the  Company,  at any  time  prior  to  May 2,  2007,  at a
       redemption price of $100,000 per share,  plus accrued and unpaid dividends,
       and is  mandatorily  redeemable on May 2, 2007 after final  maturity of the
       Senior Notes,  subject to certain conditions.  The Series A Preferred Stock
       is generally  non-voting.  During the three months ended March 31, 1999 and
       1998, the Company accrued $5.7 million and $5.1 million,  respectively,  of
       dividends on the Series A Preferred Stock,  with a corresponding  reduction
       in additional  capital.  Such amounts have been excluded from the Company's
       condensed consolidated statement of cash flows due to their noncash nature.
       In connection  with the closing of the sale of the Company to SBC (see Note
       3),  the Series A  Preferred  Stock will be  exchanged  into  shares of the
       Company's common stock.
  
       As of March 31, 1999, due to affiliates consists principally of amounts due
       to AWACS Garden State,  Inc. in connection with tax savings received by the
       Company during prior year periods in which AWACS Garden State,  Inc. joined
       with an indirect subsidiary of the Company in filing  consolidated  federal
       tax returns.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The  Company  made cash  payments  for  interest  of $4.4  million and $3.7
       million   during  the  three   months   ended  March  31,  1999  and  1998,
       respectively.
  
  8.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business.  In the opinion of management,  the amount of ultimate  liability
       with respect to these  actions  will not  materially  affect the  financial
       position, results of operations or liquidity of the Company.
  
                                          6
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Information  for this  item is  omitted  pursuant  to  Securities  and  Exchange
  Commission General Instruction to Form 10-Q, except as noted below.
  
  Results of Operations
  
  Summarized  consolidated  financial information for Comcast Cellular Corporation
  (the  "Company"),  an indirect  wholly owned  subsidiary of Comcast  Corporation
  ("Comcast"),  for the three  months  ended March 31, 1999 and 1998 is as follows
  (dollars in millions, "NM" denotes percentage is not meaningful):
  
  
  <TABLE>
  <CAPTION>
                                                                 Three Months Ended
                                                                      March 31,           Increase / (Decrease)
                                                                  1999         1998           $            %
                                                                ---------    ---------    ---------    ---------
  <S>                                                              <C>          <C>       <C>          <C> 
  Service income, net.....................................         $109.8       $105.4      $4.4          4.2%
  Operating, selling, general and administrative
       expenses...........................................           80.2         67.5      12.7         18.8
                                                                ---------    ---------
  Operating income before depreciation and
       amortization (1)...................................           29.6         37.9      (8.3)       (21.9)
  Depreciation and amortization...........................           36.7         28.0       8.7         31.1
                                                                ---------    ---------
  Operating (loss) income.................................           (7.1)         9.9     (17.0)          NM
                                                                ---------    ---------
  Interest expense........................................           27.6         28.6      (1.0)        (3.5)
  Investment income.......................................           (0.2)        (0.3)     (0.1)       (33.3)
  Minority interest and other.............................           (0.8)         0.2       1.0           NM
  Income tax benefit......................................          (12.2)        (6.8)      5.4         79.4
                                                                ---------    ---------
       Net loss...........................................         ($21.5)      ($11.8)      9.7         82.2%
                                                                =========    =========
  <FN>
  ----------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cellular  industry as "operating cash flow."  Operating cash flow
       is a measure  of a  company's  ability  to  generate  cash to  service  its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       cellular   industry  and  the  resulting   significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for evaluating cellular  businesses,  although the
       Company's measure of operating cash flow may not be comparable to similarly
       titled measures of other companies. Operating cash flow does not purport to
       represent net income or net cash provided by operating activities, as those
       terms are defined  under  generally  accepted  accounting  principles,  and
       should not be  considered  as an  alternative  to such  measurements  as an
       indicator of the Company's performance.
  </FN>
  </TABLE>
  
  Service income increased by $4.4 million for the three month period from 1998 to
  1999. This increase is primarily  attributable  to the effects of  consolidating
  the  C-SW  Cellular  Partnership  ("C-SW")  effective  January  1,  1999  and to
  subscriber  growth  offset,  in  part,  by  the  effects  of  increased  use  of
  promotional and free minute plans offered to subscribers.  These plans generally
  have higher  access fees and  increase the minutes of use per  subscriber  while
  lowering the average rate per minute of use.
  
  The $12.7 million  increase in operating,  selling,  general and  administrative
  expenses for the three month period from 1998 to 1999 is primarily  attributable
  to  increases  in  commission  costs  associated  with more gross sales in 1999,
  additional  promotional  costs,  costs related to customer retention efforts and
  the consolidation of C-SW effective January 1, 1999.
  
  Comcast and Comcast  Cellular  Communications,  Inc.  ("CCCI"),  a wholly  owned
  subsidiary  of the Company,  are parties to a management  agreement  pursuant to
  which Comcast manages the business and operations of CCCI. The management
  
                                          7
  
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  agreement provides for an annual management fee of 1.5% of revenues.  Management
  fees of $1.7  million and $1.6  million  were  charged to  selling,  general and
  administrative  expenses  during the three months ended March 31, 1999 and 1998,
  respectively.
  
  The $8.7 million increase in depreciation and amortization expense for the three
  month  period  from 1998 to 1999 is  primarily  attributable  to the  effects of
  capital expenditures and losses on asset disposals.
  
  The $1.0  million  decrease in interest  expense for the three month period from
  1998 to 1999 is  primarily  due to the  transfer  of AWACS  Garden  State,  Inc.
  ("AWACS  Garden  State"),  which was an indirect  subsidiary of the Company.  In
  1992,  AWACS  Garden  State  issued a note (the  "AWACS  Note")  with an initial
  principal amount of $51.0 million to purchase,  from a subsidiary of Comcast,  a
  40% limited  partnership in Garden State  Cablevision  L.P. The AWACS Note bears
  interest at a rate of 11% per annum. Interest is payable on a quarterly basis to
  the extent of  available  cash,  with any unpaid  interest  added to  principal.
  Interest  expense on the AWACS Note was $1.4  million for the three months ended
  March 31, 1998.  Effective  April 1, 1998, the Company  distributed its indirect
  interest in AWACS Garden State to a wholly  owned  subsidiary  of Comcast at its
  net book value of $41.3 million.
  
  The $5.4 million  increase in income tax benefit for the three month period from
  1998 to 1999 is primarily  attributable  to  fluctuations  in the Company's loss
  before income tax benefit.
  
  For the three  months  ended  March  31,  1999 and 1998,  the  Company's  (loss)
  earnings before income tax benefit, equity in net losses of affiliates and fixed
  charges (interest  expense) was ($6.1) million and $10.0 million,  respectively.
  Such  amounts were not adequate to cover the  Company's  fixed  charges of $27.6
  million and $28.6 million for these periods, respectively. Fixed charges include
  non-cash  interest  expense of $1.4 million for the three months ended March 31,
  1998.  The  inadequacy  of the  Company's  earnings  to cover  fixed  charges is
  primarily due to substantial  non-cash charges for depreciation and amortization
  expense of $36.7 million and $28.0  million  during the three months ended March
  31, 1999 and 1998, respectively.
  
  The  Company  anticipates  that,  for  the  foreseeable  future,   depreciation,
  amortization  and interest expense will continue to be significant and will have
  a significant  adverse effect on the Company's  ability to realize net earnings.
  The  Company  believes  that  its  losses  will  not  significantly  affect  the
  performance of its normal business  activities  because of its existing cash and
  cash equivalents,  its ability to generate operating income before  depreciation
  and amortization and its ability to obtain external financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  Year 2000 Issue
  
  The Year 2000 Issue is the result of computer  programs  being written using two
  digits rather than four to define the applicable year.  Certain of the Company's
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations.
  
  The Company is in the process of  evaluating  and  addressing  the impact of the
  Year 2000 Issue on its operations to ensure that its information  technology and
  business  systems  recognize  calendar Year 2000.  The Company is utilizing both
  internal and external  resources in  implementing  its Year 2000 program,  which
  consists of the following phases:
  
  Assessment Phase
  Structured evaluation,  including a detailed inventory outlining the impact that
  the Year 2000 Issue may have on current operations.
  
                                          8
  
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  Detailed Planning Phase
  Establishment of priorities, development of specific action steps and allocation
  of resources to address the issues identified in the Assessment Phase.
  
  Conversion Phase
  Implementation of the necessary system modifications as outlined in the Detailed
  Planning Phase.
  
  Testing Phase
  Verification that the modifications  implemented in the Conversion Phase will be
  successful  in resolving  the Year 2000 Issue so that all  inventory  items will
  function properly, both individually and on an integrated basis.
  
  Implementation Phase
  Final roll-out of fully tested components into an operational unit.
  
  Based on an inventory  conducted in 1997,  the Company has  identified  computer
  systems that will require modification or replacement so that they will properly
  utilize dates beyond December 31, 1999. Many of the Company's  critical  systems
  are new and are already Year 2000 compliant as a result of the Company's  recent
  implementation of a fully digital cellular  communications network. In addition,
  the Company has initiated  communications  with all of its significant  software
  suppliers and service  bureaus to determine their plans for remediating the Year
  2000 Issue in their software which the Company uses or relies upon.
  
  As of March 31,  1999,  the  Company  is in the  Testing  Phase of its Year 2000
  remediation  program and has entered the  Implementation  Phase with  respect to
  certain of its key systems.  Through  March 31,  1999,  the Company has incurred
  $1.4 million in connection with its Year 2000 remediation  program.  The Company
  estimates that it will incur between  approximately  $1 million to $2 million of
  additional  expense  through  December  1999 in  connection  with its Year  2000
  remediation  program.  The Company's  estimate to complete the remediation  plan
  includes the estimated time  associated  with mitigating the Year 2000 Issue for
  third party  software.  However,  there can be no guarantee  that the systems of
  other companies on which the Company relies will be converted on a timely basis,
  or that a failure  to  convert  by  another  company  would not have a  material
  adverse effect on the Company.
  
  Management of the Company will continue to  periodically  report the progress of
  its Year 2000  remediation  program to the Audit Committee of Comcast's Board of
  Directors.  The Company plans to complete the Year 2000  mitigation by the third
  quarter of 1999.  Management  of the Company has  investigated  and may consider
  potential   contingency  plans  in  the  event  that  the  Company's  Year  2000
  remediation program is not completed by that date.
  
  The costs of the project and the date on which the Company plans to complete the
  Year  2000  modifications  and  replacements  are  based  on  management's  best
  estimates,  which were derived using  assumptions of future events including the
  continued   availability  of  resources  and  the  reliability  of  third  party
  modification plans. However, there can be no guarantee that these estimates will
  be  achieved  and actual  results  could  differ  materially  from those  plans.
  Specific factors that may cause such material  differences  include, but are not
  limited to, the availability  and cost of personnel with  appropriate  necessary
  skills and the  ability to locate and  correct all  relevant  computer  code and
  similar uncertainties.
  
  The  Company  believes  that  with   modifications  to  existing   software  and
  conversions to new software,  the Year 2000 Issue can be mitigated.  However, if
  such  modifications and conversions are not made, or are not completed within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  the operations of the Company.
  
  
                                          9
  
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       The Company is subject to claims which arise in the ordinary  course of its
       business.  In the opinion of management,  the amount of ultimate  liability
       with respect to these  actions  will not  materially  affect the  financial
       position, results of operations or liquidity of the Company.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K:
  
            (i)  The Registrant filed a Current Report on Form 8-K under Item 5 on
                 January  21,  1999  relating  to the sale of the  Company  to SBC
                 Communications, Inc.
  
  
  
  
  
                                         10
  
  <PAGE>
                    COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
  
                                               COMCAST CELLULAR CORPORATION
                                               -----------------------------------
  
  
  
  
  
  
                                               /S/ LAWRENCE S. SMITH
                                               -----------------------------------
                                               Lawrence S. Smith
                                               Principal Accounting Officer
  
  
  
                                               /S/ JOSEPH J. EUTENEUER
                                               -----------------------------------
                                               Joseph J. Euteneuer
                                               Vice President (Authorized Officer)
  
  
  
  Date: May 14, 1999
  
  
                                         11
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metadata_filer: {"company-data": {"conformed-name": "COMCAST CELLULAR CORP", "cik": "0001041854", "assigned-sic": "4812", "irs-number": "232687447", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "333-31009", "film-number": "99623346"}, "business-address": {"street1": "1105 N MARKET ST", "street2": "SUITE 1219", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3024278991"}, "mail-address": {"street1": "1105 MARKET ST", "street2": "SUITE 1219", "city": "WILMINGTON", "state": "DE", "zip": "19801"}, "former-company": {"former-conformed-name": "COMCAST CELLULAR HOLDINGS INC", "date-changed": "19970702"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
                                   MARCH 31, 1999
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                          Commission File Number 333-31009
  
                            COMCAST CELLULAR CORPORATION
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                        23-2687447
  --------------------------------------------------------------------------------
      (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                      Identification No.)
  
                   1201 Market Street, Wilmington, Delaware 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (302) 594-8700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  _X_                                              No ___
  
                             --------------------------
  
  As of March 31, 1999, there were 100 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions H (1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of March 31, 1999 and December 31,
                      1998 (Unaudited)..........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Three Months Ended March 31,
                      1999 and 1998 (Unaudited).................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Three Months Ended March 31,
                      1999 and 1998 (Unaudited).................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)......................5 - 6
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations............................................7 - 9
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings........................................10
  
            Item 6.   Exhibits and Reports on Form 8-K.........................10
  
            SIGNATURES.........................................................11
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, equipment and capital costs; future acquisitions,  strategic partnerships
  and  divestitures;  general  business and economic  conditions;  and other risks
  detailed  from time to time in the  Company's  periodic  reports  filed with the
  Securities and Exchange Commission.
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in thousands, except share data)
                                                                       March 31,         December 31,
                                                                         1999                1998
                                                                     -----------         -----------
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents ...............................            $15,769             $24,422
     Accounts receivable, less allowance for doubtful accounts
       of $4,367 and $4,870 ..................................             72,534              75,302
     Inventories .............................................             15,223              23,292
     Other current assets ....................................              3,994               4,937
                                                                      -----------         -----------
         Total current assets ................................            107,520             127,953
                                                                      -----------         -----------
  
  INVESTMENT IN AFFILIATE ....................................                                 28,214
                                                                      -----------         -----------
  
  PROPERTY AND EQUIPMENT .....................................            702,330             686,240
     Accumulated depreciation ................................           (295,862)           (267,993)
                                                                      -----------         -----------
     Property and equipment, net .............................            406,468             418,247
                                                                      -----------         -----------
  
  DEFERRED CHARGES AND OTHER .................................          1,325,023           1,276,531
     Accumulated amortization ................................           (368,267)           (356,311)
                                                                      -----------         -----------
     Deferred charges and other, net .........................            956,756             920,220
                                                                      -----------         -----------
                                                                       $1,470,744          $1,494,634
                                                                      ===========         ===========
  LIABILITIES AND STOCKHOLDER'S DEFICIENCY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses ...................            $78,522            $116,979
     Accrued interest ........................................             40,034              16,802
     Current portion of long-term debt .......................                470                 461
     Due to affiliates .......................................             16,262              18,508
                                                                      -----------         -----------
         Total current liabilities ...........................            135,288             152,750
                                                                      -----------         -----------
  
  LONG-TERM DEBT, less current portion .......................          1,274,068           1,274,159
                                                                      -----------         -----------
  
  DEFERRED INCOME TAXES ......................................            217,866             230,046
                                                                      -----------         -----------
  
  MINORITY INTEREST AND OTHER ................................             35,459               8,073
                                                                      -----------         -----------
  COMMITMENTS AND CONTINGENCIES
  
  MANDATORILY REDEEMABLE PREFERRED STOCK HELD BY AFFILIATE ...            200,796             195,059
                                                                      -----------         -----------
  STOCKHOLDER'S DEFICIENCY
     Common stock, $.01 par value - authorized, 1,000 shares;
       issued, 100 shares
     Additional capital ......................................            531,491             537,228
     Accumulated deficit .....................................           (924,224)           (902,681)
                                                                      -----------         -----------
         Total stockholder's deficiency ......................           (392,733)           (365,453)
                                                                      -----------         -----------
                                                                       $1,470,744          $1,494,634
                                                                      ===========         ===========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Dollars in thousands)
                                                     Three Months Ended March 31,
                                                      1999                  1998
                                                   ---------             ---------
  SERVICE INCOME, net ...........................   $109,849              $105,386
                                                   ---------             ---------
  
  COSTS AND EXPENSES
     Operating ..................................     10,626                 9,356
     Selling, general and administrative.........     69,615                58,117
     Depreciation and amortization ..............     36,695                27,994
                                                   ---------             ---------
                                                     116,936                95,467
                                                   ---------             ---------
  
  OPERATING (LOSS) INCOME .......................     (7,087)                9,919
  
  OTHER (INCOME) EXPENSE
     Interest expense ...........................     27,623                28,578
     Investment income ..........................       (206)                 (330)
     Equity in net losses of affiliates .........                               20
     Minority interest and other ................       (781)                  228
                                                   ---------             ---------
                                                      26,636                28,496
                                                   ---------             ---------
  
  LOSS BEFORE INCOME TAX BENEFIT ................    (33,723)              (18,577)
  
  INCOME TAX BENEFIT ............................    (12,180)               (6,768)
                                                   ---------             ---------
  
  NET LOSS ......................................    (21,543)              (11,809)
  
  PREFERRED DIVIDENDS ...........................     (5,737)               (5,106)
                                                   ---------             ---------
  
  NET LOSS FOR COMMON STOCKHOLDER ...............   ($27,280)             ($16,915)
                                                   =========             =========
  
  ACCUMULATED DEFICIT
     Beginning of period ........................  ($902,681)            ($906,888)
     Net loss ...................................    (21,543)              (11,809)
                                                   ---------             ---------
  
     End of period ..............................  ($924,224)            ($918,697)
                                                   =========             =========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in thousands)
                                                                                 Three Months Ended March 31,
                                                                                  1999                 1998
                                                                                --------             --------
  OPERATING ACTIVITIES
     Net loss ..............................................................    ($21,543)            ($11,809)
     Adjustments to reconcile net loss to net cash (used in) provided
      by operating activities:
       Depreciation and amortization .......................................      36,695               27,994
       Non-cash interest expense ...........................................          29                1,414
       Equity in net losses of affiliates ..................................                               20
       Minority interest ...................................................        (781)                 265
       Deferred income taxes and other .....................................     (12,227)              (6,107)
                                                                                --------             --------
                                                                                   2,173               11,777
  
       Changes in working capital accounts .................................      (2,497)               4,043
                                                                                --------             --------
  
             Net cash (used in) provided by operating activities ...........        (324)              15,820
                                                                                --------             --------
  
  FINANCING ACTIVITIES
     Repayments of long-term debt ..........................................        (111)             (10,000)
     Deferred financing costs ..............................................                              (79)
     Net transactions with affiliates ......................................        (848)               4,734
                                                                                --------             --------
  
             Net cash used in financing activities .........................        (959)              (5,345)
                                                                                --------             --------
  
  INVESTING ACTIVITIES
     Capital expenditures ..................................................      (7,566)              (4,389)
     Other .................................................................         196                  (12)
                                                                                --------             --------
  
             Net cash used in investing activities .........................      (7,370)              (4,401)
                                                                                --------             --------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS .........................      (8,653)               6,074
  
  CASH AND CASH EQUIVALENTS, beginning of period ...........................      24,422                4,692
                                                                                --------             --------
  
  CASH AND CASH EQUIVALENTS, end of period .................................     $15,769              $10,766
                                                                                ========             ========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1998 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed consolidated balance sheet as of March 31, 1999 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1999 and 1998 have been prepared
       by Comcast Cellular  Corporation (the "Company"),  an indirect wholly owned
       subsidiary of Comcast Corporation  ("Comcast") and have not been audited by
       the  Company's  independent  auditors.  In the opinion of  management,  all
       adjustments necessary to present fairly the financial position,  results of
       operations  and  cash  flows  as of  March  31,  1999  and for all  periods
       presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1998 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1999
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  Upon the
       adoption of SFAS No. 133, all  derivatives are required to be recognized in
       the  statement of financial  position as either assets or  liabilities  and
       measured at fair value. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1999.
  
  3.   SALE OF THE COMPANY
  
       In January 1999, Comcast agreed to sell the Company to SBC  Communications,
       Inc. ("SBC") for  approximately  $400 million in cash and the assumption of
       approximately  $1.3  billion  of the  Company's  debt.  Comcast  expects to
       complete  the sale in the  second  quarter of 1999  pending  receipt of all
       necessary regulatory and other approvals.
  
  4.   LONG-TERM DEBT
  
       As of March 31, 1999, Comcast Cellular  Communications,  Inc.  ("CCCI"),  a
       wholly-owned  subsidiary of the Company,  had  outstanding  $275.0  million
       under its $396.5 million  revolving  credit  facility,  which consists of a
       $300.0  million five and one quarter year  revolving  credit  facility (the
       "Tranche A Credit  Facility") and a $96.5 million 364-day  revolving credit
       facility (the "Tranche B Credit  Facility").  The Tranche B Credit Facility
       will expire in October  1999.  In April 1999,  CCCI  borrowed an additional
       $40.0 million under its revolving  credit  facility,  the proceeds of which
       were used,  together  with  available  cash,  to pay  semi-annual  interest
       related to the Company's 9 1/2% Senior Notes due 2007 (the "Senior Notes").
  
       As of March  31,  1999 and  December  31,  1998,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 8.59%
       and 8.69%, respectively.
  
                                          5
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  5.   C-SW CELLULAR PARTNERSHIP
  
       The Company and SBC,  through the C-SW  Cellular  Partnership  ("C-SW"),  a
       partnership  owned  50% by each  of the  Company  and  SBC,  purchased  the
       cellular license for the Delaware 1 Rural Statistical Area in May 1996. The
       Company's investment of $28.2 million as of December 31, 1998 was accounted
       for under the equity  method and was  classified as investment in affiliate
       in the Company's condensed consolidated balance sheet. Effective January 1,
       1999,  the Company began  consolidating  C-SW and the liability  related to
       SBC's interest is included in minority  interest and other in the Company's
       March 31, 1999 condensed  consolidated  balance sheet. As the consolidation
       of C-SW was a non-cash  transaction,  it had no  significant  impact on the
       Company's condensed consolidated statement of cash flows.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast and CCCI are parties to a  management  agreement  pursuant to which
       Comcast  manages  the  business  and  operations  of CCCI.  The  management
       agreement  provides  for an  annual  management  fee of 1.5%  of  revenues.
       Management  fees of $1.7  million and $1.6 million were charged to selling,
       general and administrative expenses during the three months ended March 31,
       1999 and 1998, respectively.
  
       During  1997,  the  Company  authorized  10,000  shares  of $.01 par  value
       preferred  stock and designated  5,200 of such shares as Series A Preferred
       Stock. In May 1997, the Company issued  1,614.775 shares of its mandatorily
       redeemable  Series A Preferred Stock to Comcast  Financial  Corporation,  a
       wholly owned  subsidiary of Comcast.  Each holder of the Series A Preferred
       Stock is entitled to receive  cumulative  cash dividends at the annual rate
       of $12,000 per share,  payable  semi-annually  on May 1 and November 1 each
       year,  in arrears.  At the option of the  Company,  by  declaration  of the
       Company's Board of Directors, dividends may be paid in additional shares of
       Series A Preferred Stock (the "Additional  Shares") instead of cash through
       May 1, 2007. To the extent  dividends are paid in Additional  Shares,  such
       Additional  Shares shall be valued at $100,000 per share with a liquidation
       value of $100,000 per share. The Series A Preferred Stock is redeemable, at
       the  option  of the  Company,  at any  time  prior  to  May 2,  2007,  at a
       redemption price of $100,000 per share,  plus accrued and unpaid dividends,
       and is  mandatorily  redeemable on May 2, 2007 after final  maturity of the
       Senior Notes,  subject to certain conditions.  The Series A Preferred Stock
       is generally  non-voting.  During the three months ended March 31, 1999 and
       1998, the Company accrued $5.7 million and $5.1 million,  respectively,  of
       dividends on the Series A Preferred Stock,  with a corresponding  reduction
       in additional  capital.  Such amounts have been excluded from the Company's
       condensed consolidated statement of cash flows due to their noncash nature.
       In connection  with the closing of the sale of the Company to SBC (see Note
       3),  the Series A  Preferred  Stock will be  exchanged  into  shares of the
       Company's common stock.
  
       As of March 31, 1999, due to affiliates consists principally of amounts due
       to AWACS Garden State,  Inc. in connection with tax savings received by the
       Company during prior year periods in which AWACS Garden State,  Inc. joined
       with an indirect subsidiary of the Company in filing  consolidated  federal
       tax returns.
  
  7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The  Company  made cash  payments  for  interest  of $4.4  million and $3.7
       million   during  the  three   months   ended  March  31,  1999  and  1998,
       respectively.
  
  8.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business.  In the opinion of management,  the amount of ultimate  liability
       with respect to these  actions  will not  materially  affect the  financial
       position, results of operations or liquidity of the Company.
  
                                          6
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Information  for this  item is  omitted  pursuant  to  Securities  and  Exchange
  Commission General Instruction to Form 10-Q, except as noted below.
  
  Results of Operations
  
  Summarized  consolidated  financial information for Comcast Cellular Corporation
  (the  "Company"),  an indirect  wholly owned  subsidiary of Comcast  Corporation
  ("Comcast"),  for the three  months  ended March 31, 1999 and 1998 is as follows
  (dollars in millions, "NM" denotes percentage is not meaningful):
  Three Months Ended
                                                                      March 31,           Increase / (Decrease)
                                                                  1999         1998           $            %
                                                                ---------    ---------    ---------    ---------
  Service income, net.....................................         $109.8       $105.4      $4.4          4.2%
  Operating, selling, general and administrative
       expenses...........................................           80.2         67.5      12.7         18.8
                                                                ---------    ---------
  Operating income before depreciation and
       amortization (1)...................................           29.6         37.9      (8.3)       (21.9)
  Depreciation and amortization...........................           36.7         28.0       8.7         31.1
                                                                ---------    ---------
  Operating (loss) income.................................           (7.1)         9.9     (17.0)          NM
                                                                ---------    ---------
  Interest expense........................................           27.6         28.6      (1.0)        (3.5)
  Investment income.......................................           (0.2)        (0.3)     (0.1)       (33.3)
  Minority interest and other.............................           (0.8)         0.2       1.0           NM
  Income tax benefit......................................          (12.2)        (6.8)      5.4         79.4
                                                                ---------    ---------
       Net loss...........................................         ($21.5)      ($11.8)      9.7         82.2%
                                                                =========    =========
  ----------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cellular  industry as "operating cash flow."  Operating cash flow
       is a measure  of a  company's  ability  to  generate  cash to  service  its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       cellular   industry  and  the  resulting   significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for evaluating cellular  businesses,  although the
       Company's measure of operating cash flow may not be comparable to similarly
       titled measures of other companies. Operating cash flow does not purport to
       represent net income or net cash provided by operating activities, as those
       terms are defined  under  generally  accepted  accounting  principles,  and
       should not be  considered  as an  alternative  to such  measurements  as an
       indicator of the Company's performance.
  Service income increased by $4.4 million for the three month period from 1998 to
  1999. This increase is primarily  attributable  to the effects of  consolidating
  the  C-SW  Cellular  Partnership  ("C-SW")  effective  January  1,  1999  and to
  subscriber  growth  offset,  in  part,  by  the  effects  of  increased  use  of
  promotional and free minute plans offered to subscribers.  These plans generally
  have higher  access fees and  increase the minutes of use per  subscriber  while
  lowering the average rate per minute of use.
  
  The $12.7 million  increase in operating,  selling,  general and  administrative
  expenses for the three month period from 1998 to 1999 is primarily  attributable
  to  increases  in  commission  costs  associated  with more gross sales in 1999,
  additional  promotional  costs,  costs related to customer retention efforts and
  the consolidation of C-SW effective January 1, 1999.
  
  Comcast and Comcast  Cellular  Communications,  Inc.  ("CCCI"),  a wholly  owned
  subsidiary  of the Company,  are parties to a management  agreement  pursuant to
  which Comcast manages the business and operations of CCCI. The management
  
                                          7
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  agreement provides for an annual management fee of 1.5% of revenues.  Management
  fees of $1.7  million and $1.6  million  were  charged to  selling,  general and
  administrative  expenses  during the three months ended March 31, 1999 and 1998,
  respectively.
  
  The $8.7 million increase in depreciation and amortization expense for the three
  month  period  from 1998 to 1999 is  primarily  attributable  to the  effects of
  capital expenditures and losses on asset disposals.
  
  The $1.0  million  decrease in interest  expense for the three month period from
  1998 to 1999 is  primarily  due to the  transfer  of AWACS  Garden  State,  Inc.
  ("AWACS  Garden  State"),  which was an indirect  subsidiary of the Company.  In
  1992,  AWACS  Garden  State  issued a note (the  "AWACS  Note")  with an initial
  principal amount of $51.0 million to purchase,  from a subsidiary of Comcast,  a
  40% limited  partnership in Garden State  Cablevision  L.P. The AWACS Note bears
  interest at a rate of 11% per annum. Interest is payable on a quarterly basis to
  the extent of  available  cash,  with any unpaid  interest  added to  principal.
  Interest  expense on the AWACS Note was $1.4  million for the three months ended
  March 31, 1998.  Effective  April 1, 1998, the Company  distributed its indirect
  interest in AWACS Garden State to a wholly  owned  subsidiary  of Comcast at its
  net book value of $41.3 million.
  
  The $5.4 million  increase in income tax benefit for the three month period from
  1998 to 1999 is primarily  attributable  to  fluctuations  in the Company's loss
  before income tax benefit.
  
  For the three  months  ended  March  31,  1999 and 1998,  the  Company's  (loss)
  earnings before income tax benefit, equity in net losses of affiliates and fixed
  charges (interest  expense) was ($6.1) million and $10.0 million,  respectively.
  Such  amounts were not adequate to cover the  Company's  fixed  charges of $27.6
  million and $28.6 million for these periods, respectively. Fixed charges include
  non-cash  interest  expense of $1.4 million for the three months ended March 31,
  1998.  The  inadequacy  of the  Company's  earnings  to cover  fixed  charges is
  primarily due to substantial  non-cash charges for depreciation and amortization
  expense of $36.7 million and $28.0  million  during the three months ended March
  31, 1999 and 1998, respectively.
  
  The  Company  anticipates  that,  for  the  foreseeable  future,   depreciation,
  amortization  and interest expense will continue to be significant and will have
  a significant  adverse effect on the Company's  ability to realize net earnings.
  The  Company  believes  that  its  losses  will  not  significantly  affect  the
  performance of its normal business  activities  because of its existing cash and
  cash equivalents,  its ability to generate operating income before  depreciation
  and amortization and its ability to obtain external financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  Year 2000 Issue
  
  The Year 2000 Issue is the result of computer  programs  being written using two
  digits rather than four to define the applicable year.  Certain of the Company's
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations.
  
  The Company is in the process of  evaluating  and  addressing  the impact of the
  Year 2000 Issue on its operations to ensure that its information  technology and
  business  systems  recognize  calendar Year 2000.  The Company is utilizing both
  internal and external  resources in  implementing  its Year 2000 program,  which
  consists of the following phases:
  
  Assessment Phase
  Structured evaluation,  including a detailed inventory outlining the impact that
  the Year 2000 Issue may have on current operations.
  
                                          8
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  Detailed Planning Phase
  Establishment of priorities, development of specific action steps and allocation
  of resources to address the issues identified in the Assessment Phase.
  
  Conversion Phase
  Implementation of the necessary system modifications as outlined in the Detailed
  Planning Phase.
  
  Testing Phase
  Verification that the modifications  implemented in the Conversion Phase will be
  successful  in resolving  the Year 2000 Issue so that all  inventory  items will
  function properly, both individually and on an integrated basis.
  
  Implementation Phase
  Final roll-out of fully tested components into an operational unit.
  
  Based on an inventory  conducted in 1997,  the Company has  identified  computer
  systems that will require modification or replacement so that they will properly
  utilize dates beyond December 31, 1999. Many of the Company's  critical  systems
  are new and are already Year 2000 compliant as a result of the Company's  recent
  implementation of a fully digital cellular  communications network. In addition,
  the Company has initiated  communications  with all of its significant  software
  suppliers and service  bureaus to determine their plans for remediating the Year
  2000 Issue in their software which the Company uses or relies upon.
  
  As of March 31,  1999,  the  Company  is in the  Testing  Phase of its Year 2000
  remediation  program and has entered the  Implementation  Phase with  respect to
  certain of its key systems.  Through  March 31,  1999,  the Company has incurred
  $1.4 million in connection with its Year 2000 remediation  program.  The Company
  estimates that it will incur between  approximately  $1 million to $2 million of
  additional  expense  through  December  1999 in  connection  with its Year  2000
  remediation  program.  The Company's  estimate to complete the remediation  plan
  includes the estimated time  associated  with mitigating the Year 2000 Issue for
  third party  software.  However,  there can be no guarantee  that the systems of
  other companies on which the Company relies will be converted on a timely basis,
  or that a failure  to  convert  by  another  company  would not have a  material
  adverse effect on the Company.
  
  Management of the Company will continue to  periodically  report the progress of
  its Year 2000  remediation  program to the Audit Committee of Comcast's Board of
  Directors.  The Company plans to complete the Year 2000  mitigation by the third
  quarter of 1999.  Management  of the Company has  investigated  and may consider
  potential   contingency  plans  in  the  event  that  the  Company's  Year  2000
  remediation program is not completed by that date.
  
  The costs of the project and the date on which the Company plans to complete the
  Year  2000  modifications  and  replacements  are  based  on  management's  best
  estimates,  which were derived using  assumptions of future events including the
  continued   availability  of  resources  and  the  reliability  of  third  party
  modification plans. However, there can be no guarantee that these estimates will
  be  achieved  and actual  results  could  differ  materially  from those  plans.
  Specific factors that may cause such material  differences  include, but are not
  limited to, the availability  and cost of personnel with  appropriate  necessary
  skills and the  ability to locate and  correct all  relevant  computer  code and
  similar uncertainties.
  
  The  Company  believes  that  with   modifications  to  existing   software  and
  conversions to new software,  the Year 2000 Issue can be mitigated.  However, if
  such  modifications and conversions are not made, or are not completed within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  the operations of the Company.
  
                                          9
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       The Company is subject to claims which arise in the ordinary  course of its
       business.  In the opinion of management,  the amount of ultimate  liability
       with respect to these  actions  will not  materially  affect the  financial
       position, results of operations or liquidity of the Company.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K:
  
            (i)  The Registrant filed a Current Report on Form 8-K under Item 5 on
                 January  21,  1999  relating  to the sale of the  Company  to SBC
                 Communications, Inc.
  
                                         10
  COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1999
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                               COMCAST CELLULAR CORPORATION
                                               -----------------------------------
  
                                               /S/ LAWRENCE S. SMITH
                                               -----------------------------------
                                               Lawrence S. Smith
                                               Principal Accounting Officer
  
                                               /S/ JOSEPH J. EUTENEUER
                                               -----------------------------------
                                               Joseph J. Euteneuer
                                               Vice President (Authorized Officer)
  
  Date: May 14, 1999
  
                                         11