content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
  
                                 SEPTEMBER 30, 1998
                                         OR
  
  ( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                          Commission File Number 333-30745
  
                         COMCAST CABLE COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                          23-2175755
  --------------------------------------------------------------------------------
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                          Identification No.)
  
                   1105 North Market Street, Wilmington, DE 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code: (302) 427-8991
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  X                                    No ___
  
                             --------------------------
  
  As of September 30, 1998, there were 1,000 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 CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
                                  TABLE OF CONTENTS
  
                                                                            Page
                                                                           Number
  
  PART I    FINANCIAL INFORMATION
  
            Item 1    Financial Statements
  
                      Condensed Consolidated Balance Sheet
                      as of September 30, 1998 and December 31,
                      1997 (Unaudited)........................................2
  
                      Condensed Consolidated Statement of Operations
                      and Accumulated Deficit for the Nine and Three Months
                      Ended September 30, 1998 and 1997 (Unaudited)...........3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1998 and 1997 (Unaudited)...............................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 9
  
            Item 2    Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations........................................10 - 14
  
  PART II   OTHER INFORMATION
  
            Item 1    Legal Proceedings......................................15
  
            Item 6    Exhibits and Reports on Form 8-K.......................15
  
            SIGNATURE........................................................16
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  PART I            FINANCIAL INFORMATION
  
  ITEM 1            FINANCIAL STATEMENTS
  <TABLE>
  <CAPTION>
                                           CONDENSED CONSOLIDATED BALANCE SHEET
                                                        (Unaudited)
                                                                                      (Dollars in millions, except share data)
                                                                                           September 30,    December 31,
                                                                                               1998             1997
                                                                                               ----             ----
  <S>                                                                                         <C>               <C>  
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................            $53.2             $40.7
     Short-term investments.......................................................              0.3               0.4
     Investments, available for sale..............................................             10.3
     Cash held by an affiliate....................................................             28.8              56.6
     Accounts receivable, less allowance for doubtful
       accounts of $20.2 and $16.7................................................             73.1              72.8
     Inventories..................................................................             32.6              31.3
     Other current assets.........................................................             17.7              18.0
                                                                                           --------          --------
         Total current assets.....................................................            216.0             219.8
                                                                                           --------          --------
  PROPERTY AND EQUIPMENT..........................................................          3,131.3           2,667.3
     Accumulated depreciation.....................................................         (1,173.5)         (1,021.2)
                                                                                           --------          --------
     Property and equipment, net..................................................          1,957.8           1,646.1
                                                                                           --------          --------
  DEFERRED CHARGES................................................................          5,833.6           5,655.7
     Accumulated amortization.....................................................         (1,705.2)         (1,463.8)
                                                                                           --------          --------
     Deferred charges, net........................................................          4,128.4           4,191.9
                                                                                           --------          --------
                                                                                           $6,302.2          $6,057.8
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................           $261.9            $239.9
     Accrued interest.............................................................             70.0              26.6
     Current portion of long-term debt............................................              0.1              52.8
     Due to affiliates............................................................            129.6             125.6
                                                                                           --------          --------
         Total current liabilities................................................            461.6             444.9
                                                                                           --------          --------
  LONG-TERM DEBT, less current portion............................................          2,699.1           2,554.9
                                                                                           --------          --------
  MINORITY INTEREST AND OTHER.....................................................            190.3             208.5
                                                                                           --------          --------
  NOTES PAYABLE TO AFFILIATES.....................................................            809.6             695.2
                                                                                           --------          --------
  DUE TO AFFILIATE................................................................            493.8             398.8
                                                                                           --------          --------
  DEFERRED INCOME TAXES, due to affiliate.........................................          1,456.2           1,488.4
                                                                                           --------          --------
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares.............
     Additional capital...........................................................          3,066.2           3,066.2
     Accumulated deficit..........................................................         (2,874.9)         (2,799.1)
     Unrealized gains on marketable securities....................................              0.3
                                                                                           --------          --------
         Total stockholder's equity...............................................            191.6             267.1
                                                                                           --------          --------
                                                                                           $6,302.2          $6,057.8
                                                                                           ========          ========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                     (Dollars in millions)
                                                                          Nine Months Ended        Three Months Ended
                                                                            September 30,             September 30,
                                                                         1998         1997         1998         1997
  <S>                                                                  <C>          <C>             <C>          <C>   
  SERVICE INCOME................................................       $1,681.2     $1,537.0        $571.7       $515.1
                                                                      ---------    ---------     ---------    --------- 
  
  COSTS AND EXPENSES
     Operating..................................................          728.9        668.6         242.4        217.9
     Selling, general and administrative........................          381.7        350.7         129.2        117.1
     Depreciation and amortization..............................          495.1        462.7         171.5        155.9
                                                                      ---------    ---------     ---------    --------- 
                                                                        1,605.7      1,482.0         543.1        490.9
                                                                      ---------    ---------     ---------    --------- 
  
  OPERATING INCOME..............................................           75.5         55.0          28.6         24.2
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................          163.0        174.2          55.1         54.3
     Interest expense on notes payable to affiliates............           42.0         24.8          14.7         12.4
     Investment income, net.....................................          (12.6)        (3.6)         (8.8)        (1.6)
     Other......................................................           (0.7)        (0.1)         (0.6)        (0.1)
                                                                      ---------    ---------     ---------    --------- 
                                                                          191.7        195.3          60.4         65.0
                                                                      ---------    ---------     ---------    --------- 
  LOSS BEFORE INCOME TAX BENEFIT, MINORITY
     INTEREST AND EXTRAORDINARY ITEMS...........................         (116.2)      (140.3)        (31.8)       (40.8)
  
  INCOME TAX BENEFIT............................................          (27.6)       (26.6)         (6.9)        (3.1)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................          (88.6)      (113.7)        (24.9)       (37.7)
  
  MINORITY INTEREST.............................................          (12.9)       (15.8)         (3.4)        (5.6)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................          (75.7)       (97.9)        (21.5)       (32.1)
  
  EXTRAORDINARY ITEMS...........................................           (0.1)       (17.6)         (0.1)        (2.1)
                                                                      ---------    ---------     ---------    --------- 
  
  NET LOSS......................................................          (75.8)      (115.5)        (21.6)       (34.2)
  
  ACCUMULATED DEFICIT
     Beginning of period........................................       (2,799.1)    (2,124.0)     (2,853.3)    (2,751.6)
     Elimination of outstanding notes receivable from
       affiliate through a non-cash dividend to parent..........                      (546.3)
                                                                      ---------    ---------     ---------    --------- 
     End of Period..............................................      ($2,874.9)   ($2,785.8)    ($2,874.9)   ($2,785.8)
                                                                      =========    =========     =========    ========= 
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                              (Dollars in millions)
                                                                                         Nine Months Ended September 30,
                                                                                              1998             1997
                                                                                              ----             ----
  OPERATING ACTIVITIES
  <S>                                                                                        <C>              <C>     
     Net loss.....................................................................           ($75.8)          ($115.5)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
       Depreciation and amortization..............................................            495.1             462.7
       Non-cash interest expense..................................................              0.3               1.3
       Non-cash interest expense on notes payable to affiliates...................             42.0               1.2
       Deferred expenses charged by an affiliate..................................             95.0              81.0
       (Gain) loss on sales of investments........................................             (7.9)              1.6
       Extraordinary items........................................................              0.1              17.6
       Minority interest..........................................................            (12.9)            (15.8)
       Deferred income tax benefit, due to affiliate..............................            (32.1)            (57.8)
       Other......................................................................             (0.8)
                                                                                           --------          -------- 
                                                                                              503.0             376.3
  
       Change in working capital accounts.........................................             58.7              41.4
                                                                                           --------          -------- 
  
             Net cash provided by operating activities............................            561.7             417.7
                                                                                           --------          -------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................            827.0           1,805.8
     Repayments of long-term debt.................................................           (735.9)         (2,392.8)
     Proceeds from notes payable to affiliates....................................             92.4             638.3
     Repayment of notes payable to affiliates.....................................            (20.0)           (140.8)
     Net transactions with affiliates.............................................              4.0              29.7
     Deferred financing costs and other...........................................             (0.7)            (15.6)
                                                                                           --------          -------- 
  
             Net cash provided by (used in) financing activities..................            166.8             (75.4)
                                                                                           --------          -------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...........................................           (219.4)             (7.1)
     Sales of short-term investments..............................................              0.1              21.4
     Capital expenditures.........................................................           (488.2)           (367.1)
     Decrease in cash held by an affiliate........................................             27.8              16.6
     Additions to deferred charges and other......................................            (36.3)            (10.7)
                                                                                           --------          -------- 
  
             Net cash used in investing activities................................           (716.0)           (346.9)
                                                                                           --------          -------- 
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................................             12.5              (4.6)
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................             40.7              38.4
                                                                                           --------          -------- 
  
  CASH AND CASH EQUIVALENTS, end of period........................................            $53.2             $33.8
                                                                                           ========          ========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet  as  of  September  30,  1998,  the
       condensed  consolidated statement of operations and accumulated deficit for
       the  nine  and  three  months  ended  September  30,  1998 and 1997 and the
       condensed  consolidated  statement  of cash flows for the nine months ended
       September   30,  1998  and  1997  have  been   prepared  by  Comcast  Cable
       Communications,  Inc.  (the  "Company")  and have not been  audited  by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments) necessary to
       present fairly the financial position, results of operations and cash flows
       as of September 30, 1998 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1998 are not necessarily indicative of operating results for the full year.
  
       Reorganization
       On April 24, 1997, Comcast Corporation  ("Comcast"),  the Company's parent,
       completed  a  restructuring  of the legal  organization  of  certain of its
       subsidiaries (the "Reorganization").  The Reorganization involved Comcast's
       contribution  to the  Company  of  ownership  interests  in  certain of its
       consolidated  subsidiaries,  all of which  were under  Comcast's  direct or
       indirect control (the "Contributed  Subsidiaries").  The Reorganization has
       been  accounted  for  in a  manner  similar  to  a  pooling  of  interests.
       Accordingly,  the Company's condensed consolidated financial statements for
       the nine  months  ended  September  30, 1997  include  the  accounts of the
       Contributed Subsidiaries.
  
       In addition,  certain expenses directly related to the Company's operations
       which were  historically paid by Comcast on behalf of the Company have been
       reflected in the Company's condensed  consolidated  statement of operations
       and accumulated deficit for the nine months ended September 30, 1997.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
       Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
       for Derivative  Instruments and Hedging Activities." This statement,  which
       establishes  accounting and reporting standards for derivatives and hedging
       activities,  is effective for fiscal years  beginning  after June 15, 1999.
       Upon the  adoption  of SFAS No. 133,  all  derivatives  are  required to be
       recognized  in the  statement  of  financial  position as either  assets or
       liabilities and measured at fair value. The Company is currently evaluating
       the impact the adoption of SFAS No. 133 will have on its financial position
       and results of operations.
  
       Comprehensive Income (Loss)
       In June  1997,  the FASB  issued  SFAS No.  130,  "Reporting  Comprehensive
       Income".  This  statement,  which  establishes  standards for reporting and
       disclosure  of  comprehensive  income,  is effective for interim and annual
       periods beginning after December 15, 1997. The Company adopted SFAS No. 130
       effective January 1, 1998. Total  comprehensive loss for the nine and three
       months ended September 30, 1998 and 1997 was $75.5 million, $115.5 million,
       $21.3 million and $34.2 million,  respectively.  Total  comprehensive  loss
       includes net loss and unrealized  gains  (losses) on marketable  securities
       for the periods presented.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
                                          5
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   SIGNIFICANT EVENTS
  
       AT&T Acquisition of TCGI
       In January  1998,  AT&T Corp.  ("AT&T")  entered into a  definitive  merger
       agreement with Teleport  Communications Group, Inc. ("TCGI").  Upon closing
       of the merger on July 23,  1998,  the Company  received  173,532  shares of
       unregistered AT&T common stock in exchange (the "Exchange") for the 184,022
       shares of TCGI Class B Common Stock held by the Company. As a result of the
       Exchange,  the Company recognized a pre-tax gain of $7.9 million during the
       nine and three months ended September 30, 1998, representing the difference
       between the fair value of the AT&T stock  received and the Company's  basis
       in TCGI.  Such gain is  included  in  investment  income  in the  Company's
       condensed consolidated statement of operations and accumulated deficit. The
       Company has registration rights, subject to customary  restrictions,  which
       allow the Company to effect a registration of the AT&T shares received.  As
       of September  30, 1998,  the Company has recorded its  investment  in AT&T,
       classified  as  available  for  sale,  at its  estimated  fair  value.  The
       unrealized  pre-tax gain of $0.5 million has been reported in the Company's
       condensed  consolidated  balance  sheet  as a  component  of  stockholder's
       equity, net of related deferred income tax expense of $0.2 million.  
  
       Acquisition of Jones Intercable
       In September  1998,  Comcast  determined  that it would  contribute,  via a
       capital contribution to the Company, all of the shares in Jones Intercable,
       Inc.  ("Jones  Intercable")  to be  acquired  by Comcast  from BCI  Telecom
       Holding  and  affiliates  of Glenn R. Jones (the  "Jones  Acquisition")  in
       transactions  previously  announced  by Comcast.  The shares to be acquired
       consist of an  aggregate  of  approximately  12.8  million  shares of Jones
       Intercable  Class A Common Stock and  approximately  2.9 million  shares of
       Jones   Intercable   Common  Stock  (the  "Common   Stock"),   representing
       approximately  37% of the economic and 47% of the voting  interest in Jones
       Intercable.  In  addition,  the 2.9  million  shares of Common  Stock  will
       represent  approximately 57% of the outstanding Common Stock which class of
       stock  elects  75% of the  Board  of  Directors  of Jones  Intercable.  The
       transaction  will be funded  either  with new  borrowings,  with  available
       borrowings  under  existing  lines  of  credit  or by  other  means.  Jones
       Intercable,  a public  company,  owns or manages cable  operations  serving
       approximately 1.0 million customers.
  
       The  contribution,  which is subject to the receipt of required  regulatory
       and other approvals, will be effective immediately following closing of the
       Jones Acquisition, which is expected to occur in the first quarter of 1999.
       As a result,  Jones  Intercable  will become a consolidated  public-company
       subsidiary of the Company.
  
  4.   LONG-TERM DEBT
  
       Debt Offering
       On November 10, 1998, the Company announced that it has sold $800.0 million
       aggregate  principal  amount  of 6.20%  senior  notes  due 2008 in a public
       offering  (the   "Offering").   Interest  on  the  notes  will  be  payable
       semi-annually  on May 15 and November 15 of each year,  commencing  May 15,
       1999. The notes are redeemable only upon maturity on November 15, 2008. The
       Company  expects  to use  substantially  all of the net  proceeds  from the
       Offering to repay existing notes payable to affiliates (see Note 5) and for
       general purposes. The Offering is expected to close on November 16, 1998.
  
       Interest Rates
       As of September  30, 1998 and December 31, 1997,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 7.88%
       and 8.14%, respectively.
  
       Lines of Credit
       In March 1998, the revolving credit facility of a majority owned subsidiary
       of the  Company was amended to,  among other  things,  increase  borrowings
       available to the  subsidiary  from $750.0  million to $875.0 million and to
       defer scheduled  maturities of long-term debt.  Available  borrowings under
       the subsidiary's revolving credit facility, as amended, reduce quarterly in
       installments beginning in 1999 through its final maturity in 2003.
  
                                          6
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       As of  November  2, 1998,  certain  subsidiaries  of the Company had unused
       lines of credit of $568.0 million,  $68.0 million of which is restricted by
       the  covenants of the related debt  agreements  and to  subsidiary  general
       purposes and dividend declaration.
  
       Extraordinary Items
       In connection with the refinancing and redemption of certain  subsidiaries'
       indebtedness,  the Company expensed  unamortized debt acquisition costs and
       incurred  debt  extinguishment  costs of $27.1  million  and $3.2  million,
       resulting in  extraordinary  losses,  net of tax, of $17.6 million and $2.1
       million  during  the  nine and  three  months  ended  September  30,  1997,
       respectively.
  
  5.   NOTES PAYABLE TO AFFILIATES
  
       In April 1998,  the Company issued a $20.0 million  principal  amount note,
       payable to a subsidiary of Comcast  which bears  interest at a rate of 8.5%
       and is due in 2007. In September 1998, the Company repaid the $20.0 million
       principal amount note with existing cash held by an affiliate. In May 1998,
       the Company  issued an  additional  $72.4  million  principal  amount note,
       payable to a subsidiary of Comcast  which bears  interest at a rate of 8.5%
       and is due in 2007.  Borrowings  under these notes were used by the Company
       for debt service requirements and general purposes.
  
       As of  September  30, 1998 and December 31,  1997,  Notes  Payable  include
       $743.0  million and $670.6  million  principal  amount of Notes  Payable to
       Comcast  and certain of its wholly  owned  subsidiaries.  Notes  payable to
       affiliates  bear  interest  at  rates  ranging  from  7.25%  to 9.25% as of
       September 30, 1998 (weighted average interest rate of 7.78% and 7.71% as of
       September  30, 1998 and  December 31,  1997) with  maturities  from 2002 to
       2007.  The notes are  payable to Comcast  and  certain of its wholly  owned
       subsidiaries.  The Company  incurred  $42.0 million,  $24.8 million,  $14.7
       million and $12.4 million of interest  expense on the notes during the nine
       and three months ended September 30, 1998 and 1997,  respectively.  Accrued
       interest  relating  to such  notes of $66.6  million  and $24.6  million is
       included  in notes  payable to  affiliates  as of  September  30,  1998 and
       December 31, 1997, respectively.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast, on behalf of the Company,  has an affiliation  agreement with QVC,
       Inc. ("QVC"),  an electronic  retailer and a majority-owned  and controlled
       subsidiary of Comcast, to carry its programming. In return for carrying QVC
       programming, the Company receives incentive payments based on the number of
       subscribers receiving the QVC channel. In addition, the Company receives an
       allocated portion, based upon market share, of a percentage of net sales of
       merchandise  sold to QVC customers  located in the Company's  service area.
       For the nine and three  months  ended  September  30,  1998 and  1997,  the
       Company's service income includes $7.0 million,  $7.2 million, $2.5 million
       and $3.2 million, respectively, relating to QVC.
  
       Comcast,  through  management  agreements,  manages the  operations  of the
       Company's  subsidiaries,  including  rebuilds and upgrades.  The management
       agreements generally provide that Comcast will supervise the management and
       operations  of the cable  systems and arrange  for and  supervise  (but not
       necessarily   perform  itself)   certain   administrative   functions.   As
       compensation  for such  services,  the  agreements  provide  for Comcast to
       charge  management fees of up to 6% of gross revenues.  Comcast charged the
       Company's  subsidiaries  management  fees of $96.4 million,  $88.0 million,
       $32.5  million and $29.0  million  during the nine and three  months  ended
       September  30,  1998 and  1997,  respectively.  These  management  fees are
       included in selling,  general and administrative  expenses in the Company's
       condensed  consolidated  statement of operations and  accumulated  deficit.
       Comcast has agreed to permit certain  subsidiaries  of the Company to defer
       payment of a portion of these  expenses  with the  deferred  portion  being
       treated as a subordinated  long-term  liability due to affiliate which will
       not be paid until the subsidiaries'  existing long-term debt is retired. In
       addition,  payment of certain of these expenses has been deferred until the
       California Public Employees' Retirement System ("CalPERS") no longer has an
       interest  in Comcast  MHCP  Holdings,  LLC (the  "LLC"),  a majority  owned
       subsidiary of the Company.  Management fees deferred during the nine months
       ended  September  30,  1998 and 1997 were $4.1  million  and $3.5  million,
       respectively. Deferred
  
                                          7
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       management  fees were $141.0 million and $136.9 million as of September 30,
       1998 and December 31, 1997, respectively.
  
       On behalf of the Company,  Comcast seeks and secures long-term  programming
       contracts that generally  provide for payment based on either a monthly fee
       per subscriber per channel or a percentage of certain subscriber  revenues.
       Comcast  charges each of the Company's  subsidiaries  for  programming on a
       basis which generally approximates the amount each such subsidiary would be
       charged  if it  purchased  such  programming  directly  from the  supplier,
       subject to limitations imposed by debt facilities for certain subsidiaries,
       and did not benefit from the  purchasing  power of  Comcast's  consolidated
       operations.  Amounts charged to the Company by Comcast for programming (the
       "Programming  Charges") are included in operating expenses in the Company's
       condensed consolidated statement of operations and accumulated deficit. The
       Company purchases certain other services,  including insurance and employee
       benefits,  from  Comcast  under  cost-sharing  arrangements  on terms  that
       reflect Comcast's actual cost. The Company  reimburses  Comcast for certain
       other costs  (primarily  salaries) under  cost-reimbursement  arrangements.
       Under all of these  arrangements,  the Company  incurred  total expenses of
       $571.2  million,   $506.9  million,  $190.8  million  and  $163.6  million,
       including $482.5 million, $424.0 million, $161.7 million and $137.6 million
       of Programming  Charges,  during the nine and three months ended  September
       30, 1998 and 1997,  respectively.  The  Programming  Charges  include $35.6
       million, $33.6 million, $11.1 million and $13.8 million during the nine and
       three months ended September 30, 1998 and 1997,  respectively,  relating to
       programming  purchased by the Company,  through Comcast,  from suppliers in
       which Comcast holds an equity interest.
  
       Comcast has agreed to permit certain of the Company's subsidiaries to defer
       payment of a portion of the Programming  Charges with the deferred  portion
       being treated as a subordinated  long-term liability due to affiliate which
       will not be payable  until the  subsidiaries'  existing  long-term  debt is
       retired.  In addition,  payment of certain of the  Programming  Charges has
       been  deferred  until  CalPERS  no  longer  has an  interest  in  the  LLC.
       Programming  Charges  deferred  during the nine months ended  September 30,
       1998 and 1997 were $90.9 million and $77.5 million, respectively.  Deferred
       Programming  Charges were $352.8 million and $261.9 million as of September
       30, 1998 and December 31, 1997, respectively.
  
       Current due to affiliates in the Company's condensed  consolidated  balance
       sheet primarily consists of amounts due to Comcast and its affiliates under
       the  cost-sharing  arrangements  described  above and  amounts  payable  to
       Comcast and its  affiliates  as  reimbursement  for payments  made,  in the
       ordinary course of business, by such affiliates on behalf of the Company.
  
       The Company has entered into a custodial  account  arrangement with Comcast
       Financial  Agency  Corporation  ("CFAC"),  a  wholly  owned  subsidiary  of
       Comcast, under which CFAC provides cash management services to the Company.
       Under this arrangement,  the Company's cash receipts are deposited with and
       held by CFAC,  as custodian and agent,  which  invests and  disburses  such
       funds  at the  direction  of the  Company.  As of  September  30,  1998 and
       December 31, 1997,  $28.8 million and $56.6 million,  respectively,  of the
       Company's cash was held by CFAC. These amounts have been classified as cash
       held by an affiliate in the Company's condensed consolidated balance sheet.
       During the nine and three months  ended  September  30, 1998 and 1997,  the
       Company recognized  investment income of $2.7 million,  $2.8 million,  $0.5
       million and $0.9 million, respectively, on cash held by CFAC.
  
  7.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its long-term debt of $119.3
       million,  $130.5  million,  $14.9 million and $17.8 million during the nine
       and three  months  ended  September  30, 1998 and 1997,  respectively.  The
       Company made cash  payments for interest on the notes payable to affiliates
       of $23.6  million  and  $12.4  million  during  the nine and  three  months
       September 30, 1997.
  
       The Company made cash payments for state income taxes of $4.4 million, $6.1
       million,  $0.3  million and $1.7  million  during the nine and three months
       ended September 30, 1998 and 1997, respectively.
  
                                          8
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  8.   COMMITMENTS AND CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
       The  Federal  Communications  Commission  and the  Company  entered  into a
       "social  contract" in which the Company has  committed to complete  certain
       system  upgrades and  improvements by March 1999 in return for which it was
       able,  after  December 31,  1997,  to move a limited  number of  previously
       regulated   programming   services  in  certain  cable   franchises  to  an
       unregulated new product tier.
  
       In June 1998,  the  Department  of Public  Utility  Control of the State of
       Connecticut  issued an Amended  Decision  resolving a dispute pending since
       1994 involving basic service rates and equipment and  installation  charges
       for  certain of the  Company's  cable  systems in the  State.  The  Amended
       Decision provides for refunds of approximately $1.8 million over a one-year
       period to subscribers and establishes maximum permitted basic service rates
       and equipment and installation charges through March 1999.
  
  
                                          9
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  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 H to Form 10- Q, except as noted below.
  
  Results of Operations
  
  Summarized  consolidated financial information for Comcast Cable Communications,
  Inc. (the  "Company") for the nine and three months ended September 30, 1998 and
  1997  is as  follows  (dollars  in  millions,  "NM"  denotes  percentage  is not
  meaningful):
  <TABLE>
  <CAPTION>
                                                                       Nine Months Ended
                                                                       September 30,            Increase / (Decrease)
                                                                     1998         1997             $            %
  <S>                                                              <C>          <C>             <C>           <C> 
  Service income............................................       $1,681.2     $1,537.0        $144.2        9.4%
  Operating, selling, general and administrative expenses...        1,110.6      1,019.3          91.3        9.0
                                                                   --------     --------         
  Operating income before depreciation and
     amortization (1).......................................          570.6        517.7          52.9       10.2
  Depreciation and amortization.............................          495.1        462.7          32.4        7.0
                                                                   --------     --------         
  Operating income..........................................           75.5         55.0          20.5       37.3
                                                                   --------     --------         
  Interest expense..........................................          163.0        174.2         (11.2)      (6.4)
  Interest expense on notes payable to affiliates...........           42.0         24.8          17.2       69.4
  Investment income, net....................................          (12.6)        (3.6)          9.0         NM
  Other.....................................................           (0.7)        (0.1)          0.6         NM
  Income tax benefit........................................          (27.6)       (26.6)          1.0        3.8
  Minority interest.........................................          (12.9)       (15.8)         (2.9)     (18.4)
  Extraordinary items.......................................           (0.1)       (17.6)        (17.5)        NM
                                                                   --------     --------         
  Net loss..................................................         ($75.8)     ($115.5)       ($39.7)     (34.4%)
                                                                   ========     ========       
  
                                                                       Three Months Ended
                                                                       September 30,             Increase / (Decrease)
                                                                     1998         1997             $            %
  
  Service income............................................         $571.7       $515.1         $56.6       11.0%
  Operating, selling, general and administrative expenses...          371.6        335.0          36.6       10.9
                                                                   --------     --------         
  Operating income before depreciation and
     amortization (1).......................................          200.1        180.1          20.0       11.1
  Depreciation and amortization.............................          171.5        155.9          15.6       10.0
                                                                   --------     --------         
  Operating income..........................................           28.6         24.2           4.4       18.2
                                                                   --------     --------         
  Interest expense..........................................           55.1         54.3           0.8        1.5
  Interest expense on notes payable to affiliates...........           14.7         12.4           2.3       18.5
  Investment income, net....................................           (8.8)        (1.6)          7.2         NM
  Other.....................................................           (0.6)        (0.1)          0.5         NM
  Income tax benefit........................................           (6.9)        (3.1)          3.8         NM
  Minority interest.........................................           (3.4)        (5.6)         (2.2)     (39.3)
  Extraordinary items.......................................           (0.1)        (2.1)         (2.0)     (95.2)
                                                                   --------     --------         
  Net loss..................................................         ($21.6)      ($34.2)       ($12.6)     (36.8%)
                                                                   ========     ========       
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cable communications business 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
       cable  communications  business  and the  resulting  significant  level  of
       non-cash
  
                                                             10
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
       depreciation  and amortization  expense,  operating cash flow is frequently
       used  as  one  of  the  bases  for   comparing   businesses  in  the  cable
       communications  industry,  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>
  
  Of the respective  $144.2 million and $56.6 million  increases in service income
  for the nine and three month periods from 1997 to 1998,  $20.0 million and $10.1
  million  are   attributable  to  the  effects  of  the   acquisitions  of  cable
  communications  systems,  $24.8  million and $7.7  million are  attributable  to
  subscriber  growth,  $79.0 million and $28.8 million relate to changes in rates,
  $14.1 million and $4.8 million are  attributable to growth in cable  advertising
  sales and $6.3 million and $5.2 million relate to other product offerings.
  
  Of the  respective  $91.3  million and $36.6  million  increases  in  operating,
  selling,  general  and  administrative  expenses  for the nine and  three  month
  periods from 1997 to 1998,  $13.1 million and $6.5 million are  attributable  to
  the effects of the acquisitions of cable  communication  systems,  $49.3 million
  and  $18.3  million  are  attributable  to  increases  in  the  costs  of  cable
  programming  as a result of changes in rates,  subscriber  growth and additional
  channel  offerings,  $5.8 million and $2.2 million are attributable to growth in
  advertising  sales and $23.1 million and $9.6 million  result from  increases in
  the cost of labor,  other volume related  expenses and costs associated with new
  product  offerings.   It  is  anticipated  that  the  Company's  cost  of  cable
  programming will increase in the future as cable  programming rates increase and
  additional sources of cable programming become available.
  
  Comcast Corporation ("Comcast"), the Company's parent, on behalf of the Company,
  has an affiliation  agreement with QVC, Inc. ("QVC"), an electronic retailer and
  a majority-owned and controlled subsidiary of Comcast, to carry its programming.
  In return for carrying QVC programming,  the Company receives incentive payments
  based on the number of subscribers  receiving the QVC channel. In addition,  the
  Company receives an allocated portion,  based upon market share, of a percentage
  of net sales of  merchandise  sold to QVC  customers  located  in the  Company's
  service area.  For the nine and three months ended  September 30, 1998 and 1997,
  the Company's service income includes $7.0 million,  $7.2 million,  $2.5 million
  and $3.2 million, respectively, relating to QVC.
  
  Comcast, through management agreements,  manages the operations of the Company's
  subsidiaries,   including  rebuilds  and  upgrades.  The  management  agreements
  generally  provide that Comcast will  supervise the management and operations of
  the cable systems and arrange for and  supervise  (but not  necessarily  perform
  itself) certain administrative functions. As compensation for such services, the
  agreements  provide for Comcast to charge  management  fees of up to 6% of gross
  revenues.  Comcast charged the Company's  subsidiaries  management fees of $96.4
  million,  $88.0  million,  $32.5 million and $29.0  million  during the nine and
  three months ended September 30, 1998 and 1997,  respectively.  These management
  fees are  included  in  selling,  general  and  administrative  expenses  in the
  Company's  condensed   consolidated  statement  of  operations  and  accumulated
  deficit.
  
  On behalf  of the  Company,  Comcast  seeks and  secures  long-term  programming
  contracts that  generally  provide for payment based on either a monthly fee per
  subscriber per channel or a percentage of certain subscriber  revenues.  Comcast
  charges each of the  Company's  subsidiaries  for  programming  on a basis which
  generally  approximates  the amount each such subsidiary  would be charged if it
  purchased such  programming  directly from the supplier,  subject to limitations
  imposed by debt  facilities for certain  subsidiaries,  and did not benefit from
  the purchasing power of Comcast's  consolidated  operations.  Amounts charged to
  the Company by Comcast for programming (the "Programming  Charges") are included
  in  operating  expenses in the  Company's  condensed  consolidated  statement of
  operations  and  accumulated   deficit.  The  Company  purchases  certain  other
  services,   including  insurance  and  employee  benefits,  from  Comcast  under
  cost-sharing  arrangements  on terms that reflect  Comcast's  actual  cost.  The
  Company  reimburses  Comcast for certain other costs (primarily  salaries) under
  cost-reimbursement  arrangements.  Under all of these arrangements,  the Company
  incurred total expenses of $571.2 million,  $506.9  million,  $190.8 million and
  $163.6 million,  including  $482.5 million,  $424.0 million,  $161.7 million and
  $137.6  million of Programming  Charges,  during the nine and three months ended
  September 30, 1998 and 1997, respectively. The Programming Charges include $35.6
  million,  $33.6  million,  $11.1 million and $13.8  million  during the nine and
  three  months  ended  September  30,  1998 and 1997,  respectively,  relating to
  programming  purchased by the Company,  through Comcast, from suppliers in which
  Comcast holds an equity interest.
  
                                         11
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  The respective  $32.4 million and $15.6 million  increases in  depreciation  and
  amortization  expense for the nine and three month periods from 1997 to 1998 are
  primarily attributable to the effects of capital expenditures,  increased losses
  on asset disposals in connection with the Company's  rebuild  activities and the
  acquisition  of cable  communications  systems.  As a result of the increases in
  depreciation  and  amortization  expense,  it is expected  that the Company will
  continue to recognize significant losses for the foreseeable future.
  
  The $11.2  million  decrease in interest  expense for the nine month period from
  1997 to 1998 is primarily  attributable  to a decrease in the average balance of
  debt outstanding and a decrease in the Company's weighted average interest rate.
  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 respective  $17.2 million and $2.3 million  increases in interest expense on
  notes  payable to  affiliates  for the nine and three month periods from 1997 to
  1998  are  primarily   attributable   to  increases  in  the  balance  of  notes
  outstanding.
  
  In January 1998, AT&T Corp.  ("AT&T") entered into a definitive merger agreement
  with Teleport Communications Group, Inc. ("TCGI"). Upon closing of the merger on
  July 23, 1998, the Company received  173,532 shares of unregistered  AT&T common
  stock in exchange (the "Exchange") for the 184,022 shares of TCGI Class B Common
  Stock held by the Company. As a result of the Exchange, the Company recognized a
  pre-tax  gain of $7.9 million  during the nine and three months ended  September
  30, 1998,  representing the difference  between the fair value of the AT&T stock
  received and the  Company's  basis in TCGI.  Such gain is included in investment
  income, net in the Company's condensed  consolidated statement of operations and
  accumulated deficit.
  
  The respective $1.0 million and $3.8 million increases in income tax benefit for
  the nine and three months  periods from 1997 to 1998 are primarily  attributable
  to decreases in state tax expense,  offset, in part, by decreases in loss before
  income tax benefit, minority interest and extraordinary items.
  
  The respective $2.9 million and $2.2 million  decreases in minority interest for
  the nine and three  months  periods  from 1997 to 1998 are  attributable  to the
  effects of decreases in the net loss of the LLC.
  
  In connection  with the  refinancing  and  redemption  of certain  subsidiaries'
  indebtedness,  the  Company  expensed  unamortized  debt  acquisition  costs and
  incurred debt extinguishment costs of $27.1 million and $3.2 million,  resulting
  in  extraordinary  losses,  net of tax, of $17.6 million and $2.1 million during
  the nine and three months ended September 30, 1997.
  
  For the nine and three months ended  September 30, 1998 and 1997,  the Company's
  earnings  before  extraordinary  items,  income tax  benefit  and fixed  charges
  (interest  expense and interest  expense on notes  payable to  affiliates)  were
  $101.7 million,  $74.5 million,  $41.4 million and $31.5 million,  respectively.
  Such earnings  were not adequate to cover the Company's  fixed charges of $205.0
  million,  $199.0 million, $69.8 million and $66.7 million for the nine and three
  months ended  September 30, 1998 and 1997,  respectively.  The  Company's  fixed
  charges include non-cash interest expense of $42.3 million, $2.5 million,  $14.8
  million and $0.2 million for the nine and three months ended  September 30, 1998
  and 1997, respectively.  The inadequacy of these earnings to cover fixed charges
  is  primarily  due to the  substantial  non-cash  charges for  depreciation  and
  amortization expense.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities   because  of  its  existing  cash,  cash   equivalents,   short-term
  investments,  investments, available for sale and cash held by an affiliate, 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.
  
                                --------------------
  
                                         12
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  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.
  
  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
  rebuild of many of its cable  communications  systems. 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 September  30, 1998,  the Company is in the  Conversion  Phase of its Year
  2000  remediation  program and has entered  the  Testing  Phase with  respect to
  certain of its key systems. Through September 30, 1998, the Company has incurred
  approximately $2.5 million in connection with its Year 2000 remediation program.
  The Company estimates that it will incur between  approximately $4 million to $6
  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
  
                                         13
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  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.
  
  
                                         14
  
  <PAGE>
  
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  
  PART II.          OTHER INFORMATION
  
  ITEM 1.           LEGAL PROCEEDINGS
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
  ITEM 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)      Comcast Cable  Communications,  Inc. filed a Current Report on
                    Form 8-K under Item 5 on  September  17, 1998  relating to the
                    capital  contribution from Comcast Corporation  ("Comcast") to
                    the Company of all of the shares in Jones Intercable,  Inc. to
                    be acquired by Comcast from BCI Telecom Holding and affiliates
                    of Glenn R.  Jones in  transactions  previously  announced  by
                    Comcast.
  
  
  
                                         15
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
  
                                       COMCAST CABLE COMMUNICATIONS, INC.
                                       --------------------------------------
  
  
  
  
  
                                       /S/ LAWRENCE S. SMITH
                                       --------------------------------------
                                       Lawrence S. Smith
                                       Principal Accounting Officer
  
  
  
                                        /S/ JOSEPH J. EUTENEUER
                                       --------------------------------------
                                       Joseph J. Euteneuer
                                       Vice President (Authorized Officer)
  
  
  
  Date: November 16, 1998
  
                                         16
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metadata_filer: {"company-data": {"conformed-name": "COMCAST CABLE COMMUNICATIONS INC", "cik": "0001040573", "assigned-sic": "4841", "irs-number": "232175755", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "333-30745", "film-number": "98750950"}, "business-address": {"street1": "1500 NORTH MARKET STREET", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3024278991"}, "mail-address": {"street1": "1500 MARKET ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
  
                                 SEPTEMBER 30, 1998
                                         OR
  
  ( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                          Commission File Number 333-30745
  
                         COMCAST CABLE COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                          23-2175755
  --------------------------------------------------------------------------------
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                          Identification No.)
  
                   1105 North Market Street, Wilmington, DE 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code: (302) 427-8991
  
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  X                                    No ___
  
                             --------------------------
  
  As of September 30, 1998, there were 1,000 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 CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
                                  TABLE OF CONTENTS
  
                                                                            Page
                                                                           Number
  
  PART I    FINANCIAL INFORMATION
  
            Item 1    Financial Statements
  
                      Condensed Consolidated Balance Sheet
                      as of September 30, 1998 and December 31,
                      1997 (Unaudited)........................................2
  
                      Condensed Consolidated Statement of Operations
                      and Accumulated Deficit for the Nine and Three Months
                      Ended September 30, 1998 and 1997 (Unaudited)...........3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Nine Months Ended September 30,
                      1998 and 1997 (Unaudited)...............................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 9
  
            Item 2    Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations........................................10 - 14
  
  PART II   OTHER INFORMATION
  
            Item 1    Legal Proceedings......................................15
  
            Item 6    Exhibits and Reports on Form 8-K.......................15
  
            SIGNATURE........................................................16
  
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  PART I            FINANCIAL INFORMATION
  
  ITEM 1            FINANCIAL STATEMENTS
  CONDENSED CONSOLIDATED BALANCE SHEET
                                                        (Unaudited)
                                                                                      (Dollars in millions, except share data)
                                                                                           September 30,    December 31,
                                                                                               1998             1997
                                                                                               ----             ----
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................            $53.2             $40.7
     Short-term investments.......................................................              0.3               0.4
     Investments, available for sale..............................................             10.3
     Cash held by an affiliate....................................................             28.8              56.6
     Accounts receivable, less allowance for doubtful
       accounts of $20.2 and $16.7................................................             73.1              72.8
     Inventories..................................................................             32.6              31.3
     Other current assets.........................................................             17.7              18.0
                                                                                           --------          --------
         Total current assets.....................................................            216.0             219.8
                                                                                           --------          --------
  PROPERTY AND EQUIPMENT..........................................................          3,131.3           2,667.3
     Accumulated depreciation.....................................................         (1,173.5)         (1,021.2)
                                                                                           --------          --------
     Property and equipment, net..................................................          1,957.8           1,646.1
                                                                                           --------          --------
  DEFERRED CHARGES................................................................          5,833.6           5,655.7
     Accumulated amortization.....................................................         (1,705.2)         (1,463.8)
                                                                                           --------          --------
     Deferred charges, net........................................................          4,128.4           4,191.9
                                                                                           --------          --------
                                                                                           $6,302.2          $6,057.8
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................           $261.9            $239.9
     Accrued interest.............................................................             70.0              26.6
     Current portion of long-term debt............................................              0.1              52.8
     Due to affiliates............................................................            129.6             125.6
                                                                                           --------          --------
         Total current liabilities................................................            461.6             444.9
                                                                                           --------          --------
  LONG-TERM DEBT, less current portion............................................          2,699.1           2,554.9
                                                                                           --------          --------
  MINORITY INTEREST AND OTHER.....................................................            190.3             208.5
                                                                                           --------          --------
  NOTES PAYABLE TO AFFILIATES.....................................................            809.6             695.2
                                                                                           --------          --------
  DUE TO AFFILIATE................................................................            493.8             398.8
                                                                                           --------          --------
  DEFERRED INCOME TAXES, due to affiliate.........................................          1,456.2           1,488.4
                                                                                           --------          --------
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares.............
     Additional capital...........................................................          3,066.2           3,066.2
     Accumulated deficit..........................................................         (2,874.9)         (2,799.1)
     Unrealized gains on marketable securities....................................              0.3
                                                                                           --------          --------
         Total stockholder's equity...............................................            191.6             267.1
                                                                                           --------          --------
                                                                                           $6,302.2          $6,057.8
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Dollars in millions)
                                                                          Nine Months Ended        Three Months Ended
                                                                            September 30,             September 30,
                                                                         1998         1997         1998         1997
  SERVICE INCOME................................................       $1,681.2     $1,537.0        $571.7       $515.1
                                                                      ---------    ---------     ---------    --------- 
  
  COSTS AND EXPENSES
     Operating..................................................          728.9        668.6         242.4        217.9
     Selling, general and administrative........................          381.7        350.7         129.2        117.1
     Depreciation and amortization..............................          495.1        462.7         171.5        155.9
                                                                      ---------    ---------     ---------    --------- 
                                                                        1,605.7      1,482.0         543.1        490.9
                                                                      ---------    ---------     ---------    --------- 
  
  OPERATING INCOME..............................................           75.5         55.0          28.6         24.2
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................          163.0        174.2          55.1         54.3
     Interest expense on notes payable to affiliates............           42.0         24.8          14.7         12.4
     Investment income, net.....................................          (12.6)        (3.6)         (8.8)        (1.6)
     Other......................................................           (0.7)        (0.1)         (0.6)        (0.1)
                                                                      ---------    ---------     ---------    --------- 
                                                                          191.7        195.3          60.4         65.0
                                                                      ---------    ---------     ---------    --------- 
  LOSS BEFORE INCOME TAX BENEFIT, MINORITY
     INTEREST AND EXTRAORDINARY ITEMS...........................         (116.2)      (140.3)        (31.8)       (40.8)
  
  INCOME TAX BENEFIT............................................          (27.6)       (26.6)         (6.9)        (3.1)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................          (88.6)      (113.7)        (24.9)       (37.7)
  
  MINORITY INTEREST.............................................          (12.9)       (15.8)         (3.4)        (5.6)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................          (75.7)       (97.9)        (21.5)       (32.1)
  
  EXTRAORDINARY ITEMS...........................................           (0.1)       (17.6)         (0.1)        (2.1)
                                                                      ---------    ---------     ---------    --------- 
  
  NET LOSS......................................................          (75.8)      (115.5)        (21.6)       (34.2)
  
  ACCUMULATED DEFICIT
     Beginning of period........................................       (2,799.1)    (2,124.0)     (2,853.3)    (2,751.6)
     Elimination of outstanding notes receivable from
       affiliate through a non-cash dividend to parent..........                      (546.3)
                                                                      ---------    ---------     ---------    --------- 
     End of Period..............................................      ($2,874.9)   ($2,785.8)    ($2,874.9)   ($2,785.8)
                                                                      =========    =========     =========    =========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                         Nine Months Ended September 30,
                                                                                              1998             1997
                                                                                              ----             ----
  OPERATING ACTIVITIES
  Net loss.....................................................................           ($75.8)          ($115.5)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
       Depreciation and amortization..............................................            495.1             462.7
       Non-cash interest expense..................................................              0.3               1.3
       Non-cash interest expense on notes payable to affiliates...................             42.0               1.2
       Deferred expenses charged by an affiliate..................................             95.0              81.0
       (Gain) loss on sales of investments........................................             (7.9)              1.6
       Extraordinary items........................................................              0.1              17.6
       Minority interest..........................................................            (12.9)            (15.8)
       Deferred income tax benefit, due to affiliate..............................            (32.1)            (57.8)
       Other......................................................................             (0.8)
                                                                                           --------          -------- 
                                                                                              503.0             376.3
  
       Change in working capital accounts.........................................             58.7              41.4
                                                                                           --------          -------- 
  
             Net cash provided by operating activities............................            561.7             417.7
                                                                                           --------          -------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................            827.0           1,805.8
     Repayments of long-term debt.................................................           (735.9)         (2,392.8)
     Proceeds from notes payable to affiliates....................................             92.4             638.3
     Repayment of notes payable to affiliates.....................................            (20.0)           (140.8)
     Net transactions with affiliates.............................................              4.0              29.7
     Deferred financing costs and other...........................................             (0.7)            (15.6)
                                                                                           --------          -------- 
  
             Net cash provided by (used in) financing activities..................            166.8             (75.4)
                                                                                           --------          -------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...........................................           (219.4)             (7.1)
     Sales of short-term investments..............................................              0.1              21.4
     Capital expenditures.........................................................           (488.2)           (367.1)
     Decrease in cash held by an affiliate........................................             27.8              16.6
     Additions to deferred charges and other......................................            (36.3)            (10.7)
                                                                                           --------          -------- 
  
             Net cash used in investing activities................................           (716.0)           (346.9)
                                                                                           --------          -------- 
  
  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................................             12.5              (4.6)
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................             40.7              38.4
                                                                                           --------          -------- 
  
  CASH AND CASH EQUIVALENTS, end of period........................................            $53.2             $33.8
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet  as  of  September  30,  1998,  the
       condensed  consolidated statement of operations and accumulated deficit for
       the  nine  and  three  months  ended  September  30,  1998 and 1997 and the
       condensed  consolidated  statement  of cash flows for the nine months ended
       September   30,  1998  and  1997  have  been   prepared  by  Comcast  Cable
       Communications,  Inc.  (the  "Company")  and have not been  audited  by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments) necessary to
       present fairly the financial position, results of operations and cash flows
       as of September 30, 1998 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1998 are not necessarily indicative of operating results for the full year.
  
       Reorganization
       On April 24, 1997, Comcast Corporation  ("Comcast"),  the Company's parent,
       completed  a  restructuring  of the legal  organization  of  certain of its
       subsidiaries (the "Reorganization").  The Reorganization involved Comcast's
       contribution  to the  Company  of  ownership  interests  in  certain of its
       consolidated  subsidiaries,  all of which  were under  Comcast's  direct or
       indirect control (the "Contributed  Subsidiaries").  The Reorganization has
       been  accounted  for  in a  manner  similar  to  a  pooling  of  interests.
       Accordingly,  the Company's condensed consolidated financial statements for
       the nine  months  ended  September  30, 1997  include  the  accounts of the
       Contributed Subsidiaries.
  
       In addition,  certain expenses directly related to the Company's operations
       which were  historically paid by Comcast on behalf of the Company have been
       reflected in the Company's condensed  consolidated  statement of operations
       and accumulated deficit for the nine months ended September 30, 1997.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
       Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
       for Derivative  Instruments and Hedging Activities." This statement,  which
       establishes  accounting and reporting standards for derivatives and hedging
       activities,  is effective for fiscal years  beginning  after June 15, 1999.
       Upon the  adoption  of SFAS No. 133,  all  derivatives  are  required to be
       recognized  in the  statement  of  financial  position as either  assets or
       liabilities and measured at fair value. The Company is currently evaluating
       the impact the adoption of SFAS No. 133 will have on its financial position
       and results of operations.
  
       Comprehensive Income (Loss)
       In June  1997,  the FASB  issued  SFAS No.  130,  "Reporting  Comprehensive
       Income".  This  statement,  which  establishes  standards for reporting and
       disclosure  of  comprehensive  income,  is effective for interim and annual
       periods beginning after December 15, 1997. The Company adopted SFAS No. 130
       effective January 1, 1998. Total  comprehensive loss for the nine and three
       months ended September 30, 1998 and 1997 was $75.5 million, $115.5 million,
       $21.3 million and $34.2 million,  respectively.  Total  comprehensive  loss
       includes net loss and unrealized  gains  (losses) on marketable  securities
       for the periods presented.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
                                          5
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   SIGNIFICANT EVENTS
  
       AT&T Acquisition of TCGI
       In January  1998,  AT&T Corp.  ("AT&T")  entered into a  definitive  merger
       agreement with Teleport  Communications Group, Inc. ("TCGI").  Upon closing
       of the merger on July 23,  1998,  the Company  received  173,532  shares of
       unregistered AT&T common stock in exchange (the "Exchange") for the 184,022
       shares of TCGI Class B Common Stock held by the Company. As a result of the
       Exchange,  the Company recognized a pre-tax gain of $7.9 million during the
       nine and three months ended September 30, 1998, representing the difference
       between the fair value of the AT&T stock  received and the Company's  basis
       in TCGI.  Such gain is  included  in  investment  income  in the  Company's
       condensed consolidated statement of operations and accumulated deficit. The
       Company has registration rights, subject to customary  restrictions,  which
       allow the Company to effect a registration of the AT&T shares received.  As
       of September  30, 1998,  the Company has recorded its  investment  in AT&T,
       classified  as  available  for  sale,  at its  estimated  fair  value.  The
       unrealized  pre-tax gain of $0.5 million has been reported in the Company's
       condensed  consolidated  balance  sheet  as a  component  of  stockholder's
       equity, net of related deferred income tax expense of $0.2 million.  
  
       Acquisition of Jones Intercable
       In September  1998,  Comcast  determined  that it would  contribute,  via a
       capital contribution to the Company, all of the shares in Jones Intercable,
       Inc.  ("Jones  Intercable")  to be  acquired  by Comcast  from BCI  Telecom
       Holding  and  affiliates  of Glenn R. Jones (the  "Jones  Acquisition")  in
       transactions  previously  announced  by Comcast.  The shares to be acquired
       consist of an  aggregate  of  approximately  12.8  million  shares of Jones
       Intercable  Class A Common Stock and  approximately  2.9 million  shares of
       Jones   Intercable   Common  Stock  (the  "Common   Stock"),   representing
       approximately  37% of the economic and 47% of the voting  interest in Jones
       Intercable.  In  addition,  the 2.9  million  shares of Common  Stock  will
       represent  approximately 57% of the outstanding Common Stock which class of
       stock  elects  75% of the  Board  of  Directors  of Jones  Intercable.  The
       transaction  will be funded  either  with new  borrowings,  with  available
       borrowings  under  existing  lines  of  credit  or by  other  means.  Jones
       Intercable,  a public  company,  owns or manages cable  operations  serving
       approximately 1.0 million customers.
  
       The  contribution,  which is subject to the receipt of required  regulatory
       and other approvals, will be effective immediately following closing of the
       Jones Acquisition, which is expected to occur in the first quarter of 1999.
       As a result,  Jones  Intercable  will become a consolidated  public-company
       subsidiary of the Company.
  
  4.   LONG-TERM DEBT
  
       Debt Offering
       On November 10, 1998, the Company announced that it has sold $800.0 million
       aggregate  principal  amount  of 6.20%  senior  notes  due 2008 in a public
       offering  (the   "Offering").   Interest  on  the  notes  will  be  payable
       semi-annually  on May 15 and November 15 of each year,  commencing  May 15,
       1999. The notes are redeemable only upon maturity on November 15, 2008. The
       Company  expects  to use  substantially  all of the net  proceeds  from the
       Offering to repay existing notes payable to affiliates (see Note 5) and for
       general purposes. The Offering is expected to close on November 16, 1998.
  
       Interest Rates
       As of September  30, 1998 and December 31, 1997,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 7.88%
       and 8.14%, respectively.
  
       Lines of Credit
       In March 1998, the revolving credit facility of a majority owned subsidiary
       of the  Company was amended to,  among other  things,  increase  borrowings
       available to the  subsidiary  from $750.0  million to $875.0 million and to
       defer scheduled  maturities of long-term debt.  Available  borrowings under
       the subsidiary's revolving credit facility, as amended, reduce quarterly in
       installments beginning in 1999 through its final maturity in 2003.
  
                                          6
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       As of  November  2, 1998,  certain  subsidiaries  of the Company had unused
       lines of credit of $568.0 million,  $68.0 million of which is restricted by
       the  covenants of the related debt  agreements  and to  subsidiary  general
       purposes and dividend declaration.
  
       Extraordinary Items
       In connection with the refinancing and redemption of certain  subsidiaries'
       indebtedness,  the Company expensed  unamortized debt acquisition costs and
       incurred  debt  extinguishment  costs of $27.1  million  and $3.2  million,
       resulting in  extraordinary  losses,  net of tax, of $17.6 million and $2.1
       million  during  the  nine and  three  months  ended  September  30,  1997,
       respectively.
  
  5.   NOTES PAYABLE TO AFFILIATES
  
       In April 1998,  the Company issued a $20.0 million  principal  amount note,
       payable to a subsidiary of Comcast  which bears  interest at a rate of 8.5%
       and is due in 2007. In September 1998, the Company repaid the $20.0 million
       principal amount note with existing cash held by an affiliate. In May 1998,
       the Company  issued an  additional  $72.4  million  principal  amount note,
       payable to a subsidiary of Comcast  which bears  interest at a rate of 8.5%
       and is due in 2007.  Borrowings  under these notes were used by the Company
       for debt service requirements and general purposes.
  
       As of  September  30, 1998 and December 31,  1997,  Notes  Payable  include
       $743.0  million and $670.6  million  principal  amount of Notes  Payable to
       Comcast  and certain of its wholly  owned  subsidiaries.  Notes  payable to
       affiliates  bear  interest  at  rates  ranging  from  7.25%  to 9.25% as of
       September 30, 1998 (weighted average interest rate of 7.78% and 7.71% as of
       September  30, 1998 and  December 31,  1997) with  maturities  from 2002 to
       2007.  The notes are  payable to Comcast  and  certain of its wholly  owned
       subsidiaries.  The Company  incurred  $42.0 million,  $24.8 million,  $14.7
       million and $12.4 million of interest  expense on the notes during the nine
       and three months ended September 30, 1998 and 1997,  respectively.  Accrued
       interest  relating  to such  notes of $66.6  million  and $24.6  million is
       included  in notes  payable to  affiliates  as of  September  30,  1998 and
       December 31, 1997, respectively.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast, on behalf of the Company,  has an affiliation  agreement with QVC,
       Inc. ("QVC"),  an electronic  retailer and a majority-owned  and controlled
       subsidiary of Comcast, to carry its programming. In return for carrying QVC
       programming, the Company receives incentive payments based on the number of
       subscribers receiving the QVC channel. In addition, the Company receives an
       allocated portion, based upon market share, of a percentage of net sales of
       merchandise  sold to QVC customers  located in the Company's  service area.
       For the nine and three  months  ended  September  30,  1998 and  1997,  the
       Company's service income includes $7.0 million,  $7.2 million, $2.5 million
       and $3.2 million, respectively, relating to QVC.
  
       Comcast,  through  management  agreements,  manages the  operations  of the
       Company's  subsidiaries,  including  rebuilds and upgrades.  The management
       agreements generally provide that Comcast will supervise the management and
       operations  of the cable  systems and arrange  for and  supervise  (but not
       necessarily   perform  itself)   certain   administrative   functions.   As
       compensation  for such  services,  the  agreements  provide  for Comcast to
       charge  management fees of up to 6% of gross revenues.  Comcast charged the
       Company's  subsidiaries  management  fees of $96.4 million,  $88.0 million,
       $32.5  million and $29.0  million  during the nine and three  months  ended
       September  30,  1998 and  1997,  respectively.  These  management  fees are
       included in selling,  general and administrative  expenses in the Company's
       condensed  consolidated  statement of operations and  accumulated  deficit.
       Comcast has agreed to permit certain  subsidiaries  of the Company to defer
       payment of a portion of these  expenses  with the  deferred  portion  being
       treated as a subordinated  long-term  liability due to affiliate which will
       not be paid until the subsidiaries'  existing long-term debt is retired. In
       addition,  payment of certain of these expenses has been deferred until the
       California Public Employees' Retirement System ("CalPERS") no longer has an
       interest  in Comcast  MHCP  Holdings,  LLC (the  "LLC"),  a majority  owned
       subsidiary of the Company.  Management fees deferred during the nine months
       ended  September  30,  1998 and 1997 were $4.1  million  and $3.5  million,
       respectively. Deferred
  
                                          7
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       management  fees were $141.0 million and $136.9 million as of September 30,
       1998 and December 31, 1997, respectively.
  
       On behalf of the Company,  Comcast seeks and secures long-term  programming
       contracts that generally  provide for payment based on either a monthly fee
       per subscriber per channel or a percentage of certain subscriber  revenues.
       Comcast  charges each of the Company's  subsidiaries  for  programming on a
       basis which generally approximates the amount each such subsidiary would be
       charged  if it  purchased  such  programming  directly  from the  supplier,
       subject to limitations imposed by debt facilities for certain subsidiaries,
       and did not benefit from the  purchasing  power of  Comcast's  consolidated
       operations.  Amounts charged to the Company by Comcast for programming (the
       "Programming  Charges") are included in operating expenses in the Company's
       condensed consolidated statement of operations and accumulated deficit. The
       Company purchases certain other services,  including insurance and employee
       benefits,  from  Comcast  under  cost-sharing  arrangements  on terms  that
       reflect Comcast's actual cost. The Company  reimburses  Comcast for certain
       other costs  (primarily  salaries) under  cost-reimbursement  arrangements.
       Under all of these  arrangements,  the Company  incurred  total expenses of
       $571.2  million,   $506.9  million,  $190.8  million  and  $163.6  million,
       including $482.5 million, $424.0 million, $161.7 million and $137.6 million
       of Programming  Charges,  during the nine and three months ended  September
       30, 1998 and 1997,  respectively.  The  Programming  Charges  include $35.6
       million, $33.6 million, $11.1 million and $13.8 million during the nine and
       three months ended September 30, 1998 and 1997,  respectively,  relating to
       programming  purchased by the Company,  through Comcast,  from suppliers in
       which Comcast holds an equity interest.
  
       Comcast has agreed to permit certain of the Company's subsidiaries to defer
       payment of a portion of the Programming  Charges with the deferred  portion
       being treated as a subordinated  long-term liability due to affiliate which
       will not be payable  until the  subsidiaries'  existing  long-term  debt is
       retired.  In addition,  payment of certain of the  Programming  Charges has
       been  deferred  until  CalPERS  no  longer  has an  interest  in  the  LLC.
       Programming  Charges  deferred  during the nine months ended  September 30,
       1998 and 1997 were $90.9 million and $77.5 million, respectively.  Deferred
       Programming  Charges were $352.8 million and $261.9 million as of September
       30, 1998 and December 31, 1997, respectively.
  
       Current due to affiliates in the Company's condensed  consolidated  balance
       sheet primarily consists of amounts due to Comcast and its affiliates under
       the  cost-sharing  arrangements  described  above and  amounts  payable  to
       Comcast and its  affiliates  as  reimbursement  for payments  made,  in the
       ordinary course of business, by such affiliates on behalf of the Company.
  
       The Company has entered into a custodial  account  arrangement with Comcast
       Financial  Agency  Corporation  ("CFAC"),  a  wholly  owned  subsidiary  of
       Comcast, under which CFAC provides cash management services to the Company.
       Under this arrangement,  the Company's cash receipts are deposited with and
       held by CFAC,  as custodian and agent,  which  invests and  disburses  such
       funds  at the  direction  of the  Company.  As of  September  30,  1998 and
       December 31, 1997,  $28.8 million and $56.6 million,  respectively,  of the
       Company's cash was held by CFAC. These amounts have been classified as cash
       held by an affiliate in the Company's condensed consolidated balance sheet.
       During the nine and three months  ended  September  30, 1998 and 1997,  the
       Company recognized  investment income of $2.7 million,  $2.8 million,  $0.5
       million and $0.9 million, respectively, on cash held by CFAC.
  
  7.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its long-term debt of $119.3
       million,  $130.5  million,  $14.9 million and $17.8 million during the nine
       and three  months  ended  September  30, 1998 and 1997,  respectively.  The
       Company made cash  payments for interest on the notes payable to affiliates
       of $23.6  million  and  $12.4  million  during  the nine and  three  months
       September 30, 1997.
  
       The Company made cash payments for state income taxes of $4.4 million, $6.1
       million,  $0.3  million and $1.7  million  during the nine and three months
       ended September 30, 1998 and 1997, respectively.
  
                                          8
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  8.   COMMITMENTS AND CONTINGENCIES
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
       The  Federal  Communications  Commission  and the  Company  entered  into a
       "social  contract" in which the Company has  committed to complete  certain
       system  upgrades and  improvements by March 1999 in return for which it was
       able,  after  December 31,  1997,  to move a limited  number of  previously
       regulated   programming   services  in  certain  cable   franchises  to  an
       unregulated new product tier.
  
       In June 1998,  the  Department  of Public  Utility  Control of the State of
       Connecticut  issued an Amended  Decision  resolving a dispute pending since
       1994 involving basic service rates and equipment and  installation  charges
       for  certain of the  Company's  cable  systems in the  State.  The  Amended
       Decision provides for refunds of approximately $1.8 million over a one-year
       period to subscribers and establishes maximum permitted basic service rates
       and equipment and installation charges through March 1999.
  
                                          9
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  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 H to Form 10- Q, except as noted below.
  
  Results of Operations
  
  Summarized  consolidated financial information for Comcast Cable Communications,
  Inc. (the  "Company") for the nine and three months ended September 30, 1998 and
  1997  is as  follows  (dollars  in  millions,  "NM"  denotes  percentage  is not
  meaningful):
  Nine Months Ended
                                                                       September 30,            Increase / (Decrease)
                                                                     1998         1997             $            %
  Service income............................................       $1,681.2     $1,537.0        $144.2        9.4%
  Operating, selling, general and administrative expenses...        1,110.6      1,019.3          91.3        9.0
                                                                   --------     --------         
  Operating income before depreciation and
     amortization (1).......................................          570.6        517.7          52.9       10.2
  Depreciation and amortization.............................          495.1        462.7          32.4        7.0
                                                                   --------     --------         
  Operating income..........................................           75.5         55.0          20.5       37.3
                                                                   --------     --------         
  Interest expense..........................................          163.0        174.2         (11.2)      (6.4)
  Interest expense on notes payable to affiliates...........           42.0         24.8          17.2       69.4
  Investment income, net....................................          (12.6)        (3.6)          9.0         NM
  Other.....................................................           (0.7)        (0.1)          0.6         NM
  Income tax benefit........................................          (27.6)       (26.6)          1.0        3.8
  Minority interest.........................................          (12.9)       (15.8)         (2.9)     (18.4)
  Extraordinary items.......................................           (0.1)       (17.6)        (17.5)        NM
                                                                   --------     --------         
  Net loss..................................................         ($75.8)     ($115.5)       ($39.7)     (34.4%)
                                                                   ========     ========       
  
                                                                       Three Months Ended
                                                                       September 30,             Increase / (Decrease)
                                                                     1998         1997             $            %
  
  Service income............................................         $571.7       $515.1         $56.6       11.0%
  Operating, selling, general and administrative expenses...          371.6        335.0          36.6       10.9
                                                                   --------     --------         
  Operating income before depreciation and
     amortization (1).......................................          200.1        180.1          20.0       11.1
  Depreciation and amortization.............................          171.5        155.9          15.6       10.0
                                                                   --------     --------         
  Operating income..........................................           28.6         24.2           4.4       18.2
                                                                   --------     --------         
  Interest expense..........................................           55.1         54.3           0.8        1.5
  Interest expense on notes payable to affiliates...........           14.7         12.4           2.3       18.5
  Investment income, net....................................           (8.8)        (1.6)          7.2         NM
  Other.....................................................           (0.6)        (0.1)          0.5         NM
  Income tax benefit........................................           (6.9)        (3.1)          3.8         NM
  Minority interest.........................................           (3.4)        (5.6)         (2.2)     (39.3)
  Extraordinary items.......................................           (0.1)        (2.1)         (2.0)     (95.2)
                                                                   --------     --------         
  Net loss..................................................         ($21.6)      ($34.2)       ($12.6)     (36.8%)
                                                                   ========     ========
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cable communications business 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
       cable  communications  business  and the  resulting  significant  level  of
       non-cash
  
                                                             10
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
       depreciation  and amortization  expense,  operating cash flow is frequently
       used  as  one  of  the  bases  for   comparing   businesses  in  the  cable
       communications  industry,  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.
  Of the respective  $144.2 million and $56.6 million  increases in service income
  for the nine and three month periods from 1997 to 1998,  $20.0 million and $10.1
  million  are   attributable  to  the  effects  of  the   acquisitions  of  cable
  communications  systems,  $24.8  million and $7.7  million are  attributable  to
  subscriber  growth,  $79.0 million and $28.8 million relate to changes in rates,
  $14.1 million and $4.8 million are  attributable to growth in cable  advertising
  sales and $6.3 million and $5.2 million relate to other product offerings.
  
  Of the  respective  $91.3  million and $36.6  million  increases  in  operating,
  selling,  general  and  administrative  expenses  for the nine and  three  month
  periods from 1997 to 1998,  $13.1 million and $6.5 million are  attributable  to
  the effects of the acquisitions of cable  communication  systems,  $49.3 million
  and  $18.3  million  are  attributable  to  increases  in  the  costs  of  cable
  programming  as a result of changes in rates,  subscriber  growth and additional
  channel  offerings,  $5.8 million and $2.2 million are attributable to growth in
  advertising  sales and $23.1 million and $9.6 million  result from  increases in
  the cost of labor,  other volume related  expenses and costs associated with new
  product  offerings.   It  is  anticipated  that  the  Company's  cost  of  cable
  programming will increase in the future as cable  programming rates increase and
  additional sources of cable programming become available.
  
  Comcast Corporation ("Comcast"), the Company's parent, on behalf of the Company,
  has an affiliation  agreement with QVC, Inc. ("QVC"), an electronic retailer and
  a majority-owned and controlled subsidiary of Comcast, to carry its programming.
  In return for carrying QVC programming,  the Company receives incentive payments
  based on the number of subscribers  receiving the QVC channel. In addition,  the
  Company receives an allocated portion,  based upon market share, of a percentage
  of net sales of  merchandise  sold to QVC  customers  located  in the  Company's
  service area.  For the nine and three months ended  September 30, 1998 and 1997,
  the Company's service income includes $7.0 million,  $7.2 million,  $2.5 million
  and $3.2 million, respectively, relating to QVC.
  
  Comcast, through management agreements,  manages the operations of the Company's
  subsidiaries,   including  rebuilds  and  upgrades.  The  management  agreements
  generally  provide that Comcast will  supervise the management and operations of
  the cable systems and arrange for and  supervise  (but not  necessarily  perform
  itself) certain administrative functions. As compensation for such services, the
  agreements  provide for Comcast to charge  management  fees of up to 6% of gross
  revenues.  Comcast charged the Company's  subsidiaries  management fees of $96.4
  million,  $88.0  million,  $32.5 million and $29.0  million  during the nine and
  three months ended September 30, 1998 and 1997,  respectively.  These management
  fees are  included  in  selling,  general  and  administrative  expenses  in the
  Company's  condensed   consolidated  statement  of  operations  and  accumulated
  deficit.
  
  On behalf  of the  Company,  Comcast  seeks and  secures  long-term  programming
  contracts that  generally  provide for payment based on either a monthly fee per
  subscriber per channel or a percentage of certain subscriber  revenues.  Comcast
  charges each of the  Company's  subsidiaries  for  programming  on a basis which
  generally  approximates  the amount each such subsidiary  would be charged if it
  purchased such  programming  directly from the supplier,  subject to limitations
  imposed by debt  facilities for certain  subsidiaries,  and did not benefit from
  the purchasing power of Comcast's  consolidated  operations.  Amounts charged to
  the Company by Comcast for programming (the "Programming  Charges") are included
  in  operating  expenses in the  Company's  condensed  consolidated  statement of
  operations  and  accumulated   deficit.  The  Company  purchases  certain  other
  services,   including  insurance  and  employee  benefits,  from  Comcast  under
  cost-sharing  arrangements  on terms that reflect  Comcast's  actual  cost.  The
  Company  reimburses  Comcast for certain other costs (primarily  salaries) under
  cost-reimbursement  arrangements.  Under all of these arrangements,  the Company
  incurred total expenses of $571.2 million,  $506.9  million,  $190.8 million and
  $163.6 million,  including  $482.5 million,  $424.0 million,  $161.7 million and
  $137.6  million of Programming  Charges,  during the nine and three months ended
  September 30, 1998 and 1997, respectively. The Programming Charges include $35.6
  million,  $33.6  million,  $11.1 million and $13.8  million  during the nine and
  three  months  ended  September  30,  1998 and 1997,  respectively,  relating to
  programming  purchased by the Company,  through Comcast, from suppliers in which
  Comcast holds an equity interest.
  
                                         11
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  The respective  $32.4 million and $15.6 million  increases in  depreciation  and
  amortization  expense for the nine and three month periods from 1997 to 1998 are
  primarily attributable to the effects of capital expenditures,  increased losses
  on asset disposals in connection with the Company's  rebuild  activities and the
  acquisition  of cable  communications  systems.  As a result of the increases in
  depreciation  and  amortization  expense,  it is expected  that the Company will
  continue to recognize significant losses for the foreseeable future.
  
  The $11.2  million  decrease in interest  expense for the nine month period from
  1997 to 1998 is primarily  attributable  to a decrease in the average balance of
  debt outstanding and a decrease in the Company's weighted average interest rate.
  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 respective  $17.2 million and $2.3 million  increases in interest expense on
  notes  payable to  affiliates  for the nine and three month periods from 1997 to
  1998  are  primarily   attributable   to  increases  in  the  balance  of  notes
  outstanding.
  
  In January 1998, AT&T Corp.  ("AT&T") entered into a definitive merger agreement
  with Teleport Communications Group, Inc. ("TCGI"). Upon closing of the merger on
  July 23, 1998, the Company received  173,532 shares of unregistered  AT&T common
  stock in exchange (the "Exchange") for the 184,022 shares of TCGI Class B Common
  Stock held by the Company. As a result of the Exchange, the Company recognized a
  pre-tax  gain of $7.9 million  during the nine and three months ended  September
  30, 1998,  representing the difference  between the fair value of the AT&T stock
  received and the  Company's  basis in TCGI.  Such gain is included in investment
  income, net in the Company's condensed  consolidated statement of operations and
  accumulated deficit.
  
  The respective $1.0 million and $3.8 million increases in income tax benefit for
  the nine and three months  periods from 1997 to 1998 are primarily  attributable
  to decreases in state tax expense,  offset, in part, by decreases in loss before
  income tax benefit, minority interest and extraordinary items.
  
  The respective $2.9 million and $2.2 million  decreases in minority interest for
  the nine and three  months  periods  from 1997 to 1998 are  attributable  to the
  effects of decreases in the net loss of the LLC.
  
  In connection  with the  refinancing  and  redemption  of certain  subsidiaries'
  indebtedness,  the  Company  expensed  unamortized  debt  acquisition  costs and
  incurred debt extinguishment costs of $27.1 million and $3.2 million,  resulting
  in  extraordinary  losses,  net of tax, of $17.6 million and $2.1 million during
  the nine and three months ended September 30, 1997.
  
  For the nine and three months ended  September 30, 1998 and 1997,  the Company's
  earnings  before  extraordinary  items,  income tax  benefit  and fixed  charges
  (interest  expense and interest  expense on notes  payable to  affiliates)  were
  $101.7 million,  $74.5 million,  $41.4 million and $31.5 million,  respectively.
  Such earnings  were not adequate to cover the Company's  fixed charges of $205.0
  million,  $199.0 million, $69.8 million and $66.7 million for the nine and three
  months ended  September 30, 1998 and 1997,  respectively.  The  Company's  fixed
  charges include non-cash interest expense of $42.3 million, $2.5 million,  $14.8
  million and $0.2 million for the nine and three months ended  September 30, 1998
  and 1997, respectively.  The inadequacy of these earnings to cover fixed charges
  is  primarily  due to the  substantial  non-cash  charges for  depreciation  and
  amortization expense.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities   because  of  its  existing  cash,  cash   equivalents,   short-term
  investments,  investments, available for sale and cash held by an affiliate, 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.
  
                                --------------------
  
                                         12
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  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.
  
  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
  rebuild of many of its cable  communications  systems. 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 September  30, 1998,  the Company is in the  Conversion  Phase of its Year
  2000  remediation  program and has entered  the  Testing  Phase with  respect to
  certain of its key systems. Through September 30, 1998, the Company has incurred
  approximately $2.5 million in connection with its Year 2000 remediation program.
  The Company estimates that it will incur between  approximately $4 million to $6
  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
  
                                         13
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  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.
  
                                         14
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
  PART II.          OTHER INFORMATION
  
  ITEM 1.           LEGAL PROCEEDINGS
  
       The Company is subject to legal  proceedings  and claims which arise in the
       ordinary course of its business.  In the opinion of management,  the amount
       of ultimate  liability  with respect to these  actions will not  materially
       affect the  financial  position,  results of operations or liquidity of the
       Company.
  
  ITEM 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)      Comcast Cable  Communications,  Inc. filed a Current Report on
                    Form 8-K under Item 5 on  September  17, 1998  relating to the
                    capital  contribution from Comcast Corporation  ("Comcast") to
                    the Company of all of the shares in Jones Intercable,  Inc. to
                    be acquired by Comcast from BCI Telecom Holding and affiliates
                    of Glenn R.  Jones in  transactions  previously  announced  by
                    Comcast.
  
                                         15
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1998
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                       COMCAST CABLE COMMUNICATIONS, INC.
                                       --------------------------------------
  
                                       /S/ LAWRENCE S. SMITH
                                       --------------------------------------
                                       Lawrence S. Smith
                                       Principal Accounting Officer
  
                                        /S/ JOSEPH J. EUTENEUER
                                       --------------------------------------
                                       Joseph J. Euteneuer
                                       Vice President (Authorized Officer)
  
  Date: November 16, 1998
  
                                         16