content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
  
                                   MARCH 31, 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 March 31, 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 MARCH 31, 1998
  
                                  TABLE OF CONTENTS
  
                                                                            Page
                                                                           Number
  
  PART I FINANCIAL INFORMATION
  
         Item 1  Financial Statements
  
                 Condensed Consolidated Balance Sheet
                 as of March 31, 1998 and December 31,
                 1997 (Unaudited)...............................................2
  
                 Condensed Consolidated Statement of
                 Operations and Accumulated Deficit for the Three Months
                 Ended March 31, 1998 and 1997 (Unaudited)......................3
  
                 Condensed Consolidated Statement of Cash
                 Flows for the Three Months Ended March 31,
                 1998 and 1997 (Unaudited)......................................4
  
                 Notes to Condensed Consolidated
                 Financial Statements (Unaudited)...........................5 - 7
  
        Item 2   Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations................................................8 - 10
  
  PART II OTHER INFORMATION
  
        Item 1   Legal Proceedings.............................................11
  
        Item 6   Exhibits and Reports on Form 8-K..............................11
  
        SIGNATURE..............................................................12
  
                         -----------------------------------
  
  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 MARCH 31, 1998
  
  PART I FINANCIAL INFORMATION
  
  ITEM 1 FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
  <S>                                                                                         <C>               <C>  
                                                                                     (Dollars in millions, except share data)
                                                                                           March 31,        December 31,
                                                                                             1998               1997
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................            $37.7             $40.7
     Short-term investments.......................................................              0.4               0.4
     Cash held by an affiliate....................................................             74.4              56.6
     Accounts receivable, less allowance for doubtful
       accounts of $15.8 and $16.7................................................             55.6              72.8
     Inventories..................................................................             29.9              31.3
     Other current assets.........................................................             17.5              18.0
                                                                                           --------          --------
         Total current assets.....................................................            215.5             219.8
                                                                                           --------          --------
  PROPERTY AND EQUIPMENT..........................................................          2,858.2           2,667.3
     Accumulated depreciation.....................................................         (1,101.4)         (1,021.2)
                                                                                           --------          --------
     Property and equipment, net..................................................          1,756.8           1,646.1
                                                                                           --------          --------
  DEFERRED CHARGES................................................................          5,758.8           5,655.7
     Accumulated amortization.....................................................         (1,550.8)         (1,463.8)
                                                                                           --------          --------
     Deferred charges, net........................................................          4,208.0           4,191.9
                                                                                           --------          --------
                                                                                           $6,180.3          $6,057.8
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................           $239.3            $239.9
     Accrued interest.............................................................             70.9              26.6
     Current portion of long-term debt............................................             29.8              52.8
     Due to affiliates............................................................             81.9             125.6
                                                                                           --------          --------
         Total current liabilities................................................            421.9             444.9
                                                                                           --------          --------
  LONG-TERM DEBT, less current portion............................................          2,712.0           2,554.9
                                                                                           --------          --------
  MINORITY INTEREST AND OTHER.....................................................            201.6             208.5
                                                                                           --------          --------
  NOTES PAYABLE TO AFFILIATES.....................................................            708.1             695.2
                                                                                           --------          --------
  DUE TO AFFILIATE................................................................            431.0             398.8
                                                                                           --------          --------
  DEFERRED INCOME TAXES, due to affiliate.........................................          1,472.5           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..........................................................         (2,833.0)         (2,799.1)
                                                                                           --------          --------
         Total stockholder's equity...............................................            233.2             267.1
                                                                                           --------          --------
                                                                                           $6,180.3          $6,057.8
                                                                                           ========          ========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
  <S>                                                                                        <C>               <C>   
                                                                                              (Amounts in millions)
                                                                                           Three Months Ended March 31,
                                                                                              1998             1997
  
  SERVICE INCOME.................................................................            $541.2            $501.1
                                                                                          ---------         --------- 
  
  COSTS AND EXPENSES
     Operating....................................................................            242.8             225.3
     Selling, general and administrative..........................................            125.9             114.7
     Depreciation and amortization................................................            161.9             138.8
                                                                                          ---------         --------- 
                                                                                              530.6             478.8
                                                                                          ---------         --------- 
  
  OPERATING INCOME................................................................             10.6              22.3
  
  OTHER (INCOME) EXPENSE
     Interest expense.............................................................             53.5              56.7
     Interest expense on notes payable to affiliates..............................             12.9               9.1
     Investment income and other, net.............................................             (2.3)
                                                                                          ---------         --------- 
                                                                                               64.1              65.8
                                                                                          ---------         --------- 
  
  LOSS BEFORE INCOME TAX BENEFIT AND MINORITY INTEREST............................            (53.5)            (43.5)
  
  INCOME TAX BENEFIT..............................................................            (14.4)             (9.3)
                                                                                          ---------         --------- 
  
  LOSS BEFORE MINORITY INTEREST...................................................            (39.1)            (34.2)
  
  MINORITY INTEREST...............................................................             (5.2)             (5.0)
                                                                                          ---------         --------- 
  
  NET LOSS........................................................................            (33.9)            (29.2)
  
  ACCUMULATED DEFICIT
     Beginning of period..........................................................         (2,799.1)         (2,124.0)
                                                                                          ---------         --------- 
  
     End of period................................................................        ($2,833.0)        ($2,153.2)
                                                                                          =========         ========= 
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
  <S>                                                                                        <C>               <C>    
                                                                                               (Dollars in millions)
                                                                                            Three Months Ended March 31,
                                                                                               1998             1997
  OPERATING ACTIVITIES
     Net loss.....................................................................           ($33.9)           ($29.2)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..............................................            161.9             138.8
       Non-cash interest expense..................................................              0.1               0.5
       Non-cash interest expense on notes payable to affiliates...................             12.9               1.7
       Deferred expenses charged by an affiliate..................................             32.2              27.7
       Loss on sale of investment.................................................                                1.6
       Minority interest..........................................................             (5.2)             (5.0)
       Deferred income tax benefit, due to affiliate..............................            (15.9)            (19.8)
       Other......................................................................             (0.2)
                                                                                           --------          --------
                                                                                              151.9             116.3
  
       Decrease in accounts receivable............................................             18.3              16.1
       Decrease (increase) in inventories.........................................              1.7              (0.5)
       Decrease in other current assets...........................................              0.6               2.1
       Decrease in accounts payable and accrued expenses..........................             (1.8)             (4.5)
       Increase in accrued interest...............................................             44.3               1.5
       Decrease in other non-current liabilities..................................             (1.7)             (1.8)
                                                                                           --------          --------
  
             Net cash provided by operating activities............................            213.3             129.2
                                                                                           --------          --------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................            817.0              40.0
     Repayments of long-term debt.................................................           (683.0)            (83.7)
     Repayment of notes payable to affiliates.....................................                               (0.6)
     Net transactions with affiliates.............................................            (43.7)             24.3
     Other........................................................................              0.6
                                                                                           --------          --------
  
             Net cash provided by (used in) financing activities..................             90.9             (20.0)
                                                                                           --------          --------
  
  INVESTING ACTIVITIES
     Sale of short-term investments...............................................                               21.2
     Acquisitions, net of cash acquired...........................................           (136.9)
     Capital expenditures.........................................................           (140.3)           (106.6)
     Increase in cash held by an affiliate........................................            (17.8)            (13.0)
     Additions to deferred charges and other......................................            (12.2)             (2.2)
                                                                                           --------          --------
  
             Net cash used in investing activities................................           (307.2)           (100.6)
                                                                                           --------          --------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS................................             (3.0)              8.6
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................             40.7              38.4
                                                                                           --------          --------
  
  CASH AND CASH EQUIVALENTS, end of period........................................            $37.7             $47.0
                                                                                           ========          ========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 March 31, 1998 and the condensed
       consolidated  statements  of  operations  and of cash  flows  for the three
       months  ended March 31, 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 March 31, 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 period ended March 31, 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  three  months  ended  March  31,  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 three months ended March 31, 1997.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  2.   LONG-TERM DEBT
  
       On March 5,  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.
  
       As of March  31,  1998 and  December  31,  1997,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 7.92%
       and 8.14%, respectively.
  
       Lines of Credit
       As of April 30, 1998, certain  subsidiaries of the Company had unused lines
       of credit of $658.0 million.  The  availability and use of the unused lines
       of credit are  restricted by the  covenants of the related debt  agreements
       and to subsidiary general purposes and dividend declaration.
  
  3.   NOTES PAYABLE TO AFFILIATES
  
       Notes payable to affiliates bear interest at rates ranging from 7 1/4% to 9
       1/4% as of March 31, 1998  (weighted  average  interest rate of 7.71% as of
       March 31, 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  $12.9  million  and $9.1  million of
       interest  expense on the notes during the three months ended March 31, 1998
       and 1997,
  
                                          5
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       respectively.  Accrued interest relating to such notes of $37.5 million and
       $24.6  million was added to the principal as of March 31, 1998 and December
       31, 1997, respectively.
  
       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 May 1998,  the Company  issued an  additional  $72.3
       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.
  
  4.   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 three months ended March 31, 1998 and 1997,  the Company's  service
       income  includes $2.5 million and $1.9 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 $31.2 million and $29.0 million
       during the three months ended March 31, 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 each of the three months ended March 31, 1998 and 1997 were
       $1.3  million.  Deferred  management  fees were  $138.2  million and $136.9
       million as of March 31, 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
       $190.5  million and $171.4  million,  including  $160.9  million and $142.7
       million of  Programming  Charges,  during the three  months ended March 31,
       1998 and 1997, respectively.  The Programming Charges include $11.7 million
       and $9.2  million  during the three  months  ended March 31, 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
  
                                          6
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       Charges deferred during the three months ended March 31, 1998 and 1997 were
       $30.9 million and $26.4 million, respectively. Deferred Programming Charges
       were $292.8  million and $261.9  million as of March 31, 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 March 31, 1998 and December
       31, 1997, $74.4 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 three  months  ended  March 31, 1998 and 1997,  the Company  recognized
       investment income of $1.5 million and $1.1 million,  respectively,  on cash
       held by CFAC.
  
  5.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its  long-term  debt of $9.1
       million and $54.7 million  during the three months ended March 31, 1998 and
       1997,  respectively.  The Company  made cash  payments  for interest on the
       notes payable to  affiliates of $7.4 million  during the three months March
       31, 1997.
  
       The Company made cash payments to the respective  state taxing  authorities
       for state income  taxes of $0.5  million and $0.8 million  during the three
       months ended March 31, 1998 and 1997, respectively.
  
  6.   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 October 1997,  the State of Connecticut  issued draft amended  decisions
       recalculating the maximum permitted basic service rate and installation and
       equipment  charges since 1994 for certain of the Company's cable systems in
       the State.  In April 1998, the Company,  the Office of Consumer  Counsel of
       the State of  Connecticut  and the  Office of the  Attorney  General of the
       State of Connecticut  entered into a Stipulation  which, if approved by the
       Department of Public  Utility  Control of the State of  Connecticut,  would
       settle these rate disputes. While the Company cannot predict the outcome of
       these  proceedings,  the Company  believes that the ultimate  resolution of
       these pending regulatory matters will not have a material adverse impact on
       the Company's financial position, results of operations or liquidity.
  
                                          7
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 three months ended March 31, 1998 and 1997 is as
  follows (dollars in millions, "NM" denotes percentage is not meaningful):
  <TABLE>
  <CAPTION>
                                                                     Three Months Ended
                                                                          March 31,            Increase / (Decrease)
                                                                      1998         1997           $            %
  <S>                                                                <C>          <C>           <C>           <C> 
  Service income............................................         $541.2       $501.1        $40.1         8.0%
  Operating, selling, general and administrative expenses...          368.7        340.0         28.7         8.4
                                                                    -------      -------      -------        
  Operating income before depreciation and
     amortization (1).......................................          172.5        161.1         11.4         7.1
  Depreciation and amortization.............................          161.9        138.8         23.1        16.6
                                                                    -------      -------      -------        
  Operating income..........................................           10.6         22.3        (11.7)      (52.5)
                                                                    -------      -------      -------        
  Interest expense..........................................           53.5         56.7         (3.2)       (5.6)
  Interest expense on notes payable to affiliates...........           12.9          9.1          3.8        41.8
  Investment income and other, net..........................           (2.3)                      2.3          NM
  Income tax benefit........................................          (14.4)        (9.3)         5.1        54.8
  Minority interest.........................................           (5.2)        (5.0)         0.2         4.0
                                                                    -------      -------      -------        
  Net loss..................................................         ($33.9)      ($29.2)        $4.7        16.1
                                                                    =======      =======      =======
  <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  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 $40.1 million  increase in service income for the three month period from
  1997 to 1998, $8.5 million is attributable to subscriber  growth,  $24.3 million
  relates to changes in rates,  $3.9  million is  attributable  to growth in cable
  advertising sales and $3.4 million relates to other product offerings.
  
  Of the $28.7 million increase in operating,  selling, general and administrative
  expenses  for the  three  month  period  from  1997 to 1998,  $17.8  million  is
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and  additional  channel  offerings,  $2.0
  million is attributable to growth in advertising  sales and $8.9 million results
  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 
  
                                          8
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  the three months ended March 31, 1998 and 1997,  the  Company's  service  income
  includes $2.5 million and $1.9 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 $31.2
  million and $29.0 million during the three months ended March 31, 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 $190.5 million and $171.4 million,  including  $160.9
  million and $142.7 million of Programming Charges, during the three months ended
  March 31, 1998 and 1997,  respectively.  The  Programming  Charges include $11.7
  million and $9.2 million  during the three months ended March 31, 1998 and 1997,
  respectively, relating to programming purchased by the Company, through Comcast,
  from suppliers in which Comcast holds an equity interest.
  
  The $23.1 million  increase in  depreciation  and  amortization  expense for the
  three month period from 1997 to 1998 is primarily attributable to the effects of
  capital  expenditures and increased losses on asset disposals in connection with
  the Company's rebuild  activities.  As a result of the increases in depreciation
  and amortization  expense and interest expense,  it is expected that the Company
  will continue to recognize significant losses for the foreseeable future.
  
  The $3.2  million  decrease in interest  expense for the three month period from
  1997 to 1998 is  attributable  to fluctuations in the levels of debt and changes
  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 $3.8 million increase in interest expense on notes payable to affiliates for
  the  three  month  period  from  1997 to 1998 is  primarily  attributable  to an
  increase in the balance of notes outstanding.
  
  The $5.1 million  increase in income tax benefit for the three month period from
  1997 to 1998 is primarily  attributable  to the increase in the  Company's  loss
  before income tax benefit and minority interest.
  
  For the three  months  ended March 31,  1998 and 1997,  the  Company's  earnings
  before  income tax  benefit and fixed  charges  (interest  expense and  interest
  expense on notes payable to  affiliates)  were $18.1 million and $27.3  million,
  respectively.  Such  earnings  were not  adequate to cover the  Company's  fixed
  charges of $66.4  million and $65.8 million for the three months ended March 31,
  1998 and 1997,  respectively.  The  Company's  fixed  charges  include  non-cash
  interest  expense of $13.0  million and $2.2  million for the three months ended
  March 31, 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.
  
                                          9
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  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  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.
  
  
  
  
                                         10
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  PART II. OTHER INFORMATION
  
  ITEM 1. LEGAL PROCEEDINGS
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       financial position, results of operations or liquidity.
  
  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  
       (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
           10.1     Amendment No. 1 to Credit  Agreement,  dated March 5, 1998, to
                    the  Credit  Agreement  dated as of  December  22,  1994 among
                    Comcast MH Holdings, Inc., the banks listed therein, The Chase
                    Manhattan   Bank,   NationsBank   of  Texas,   N.A.,  and  The
                    Toronto-Dominion  Bank, as Arranging  Agents,  The Bank of New
                    York,  The  Bank of Nova  Scotia,  Canadian  Imperial  Bank of
                    Commerce,  and Morgan  Guaranty  Trust Company of New York, as
                    Managing   Agents,   and   NationsBank  of  Texas,   N.A.,  as
                    Administrative Agent.
  
           27.1     Financial Data Schedule.
  
       (b) Reports on Form 8-K - none.
  
  
  
  
  
  
  
  
                                         11
  
  <PAGE>
  
  
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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
                                                 Executive Vice President
                                                 (Principal Accounting Officer)
  
  
  
  Date: May 14, 1998
  
                                         12
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 50377}]
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": "98621565"}, "business-address": {"street1": "1500 MARKET ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19102", "phone": "2156651700"}, "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:
  
                                   MARCH 31, 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 March 31, 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 MARCH 31, 1998
  
                                  TABLE OF CONTENTS
  
                                                                            Page
                                                                           Number
  
  PART I FINANCIAL INFORMATION
  
         Item 1  Financial Statements
  
                 Condensed Consolidated Balance Sheet
                 as of March 31, 1998 and December 31,
                 1997 (Unaudited)...............................................2
  
                 Condensed Consolidated Statement of
                 Operations and Accumulated Deficit for the Three Months
                 Ended March 31, 1998 and 1997 (Unaudited)......................3
  
                 Condensed Consolidated Statement of Cash
                 Flows for the Three Months Ended March 31,
                 1998 and 1997 (Unaudited)......................................4
  
                 Notes to Condensed Consolidated
                 Financial Statements (Unaudited)...........................5 - 7
  
        Item 2   Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations................................................8 - 10
  
  PART II OTHER INFORMATION
  
        Item 1   Legal Proceedings.............................................11
  
        Item 6   Exhibits and Reports on Form 8-K..............................11
  
        SIGNATURE..............................................................12
  
                         -----------------------------------
  
  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 MARCH 31, 1998
  
  PART I FINANCIAL INFORMATION
  
  ITEM 1 FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in millions, except share data)
                                                                                           March 31,        December 31,
                                                                                             1998               1997
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................            $37.7             $40.7
     Short-term investments.......................................................              0.4               0.4
     Cash held by an affiliate....................................................             74.4              56.6
     Accounts receivable, less allowance for doubtful
       accounts of $15.8 and $16.7................................................             55.6              72.8
     Inventories..................................................................             29.9              31.3
     Other current assets.........................................................             17.5              18.0
                                                                                           --------          --------
         Total current assets.....................................................            215.5             219.8
                                                                                           --------          --------
  PROPERTY AND EQUIPMENT..........................................................          2,858.2           2,667.3
     Accumulated depreciation.....................................................         (1,101.4)         (1,021.2)
                                                                                           --------          --------
     Property and equipment, net..................................................          1,756.8           1,646.1
                                                                                           --------          --------
  DEFERRED CHARGES................................................................          5,758.8           5,655.7
     Accumulated amortization.....................................................         (1,550.8)         (1,463.8)
                                                                                           --------          --------
     Deferred charges, net........................................................          4,208.0           4,191.9
                                                                                           --------          --------
                                                                                           $6,180.3          $6,057.8
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................           $239.3            $239.9
     Accrued interest.............................................................             70.9              26.6
     Current portion of long-term debt............................................             29.8              52.8
     Due to affiliates............................................................             81.9             125.6
                                                                                           --------          --------
         Total current liabilities................................................            421.9             444.9
                                                                                           --------          --------
  LONG-TERM DEBT, less current portion............................................          2,712.0           2,554.9
                                                                                           --------          --------
  MINORITY INTEREST AND OTHER.....................................................            201.6             208.5
                                                                                           --------          --------
  NOTES PAYABLE TO AFFILIATES.....................................................            708.1             695.2
                                                                                           --------          --------
  DUE TO AFFILIATE................................................................            431.0             398.8
                                                                                           --------          --------
  DEFERRED INCOME TAXES, due to affiliate.........................................          1,472.5           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..........................................................         (2,833.0)         (2,799.1)
                                                                                           --------          --------
         Total stockholder's equity...............................................            233.2             267.1
                                                                                           --------          --------
                                                                                           $6,180.3          $6,057.8
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                     (Unaudited)
  (Amounts in millions)
                                                                                           Three Months Ended March 31,
                                                                                              1998             1997
  
  SERVICE INCOME.................................................................            $541.2            $501.1
                                                                                          ---------         --------- 
  
  COSTS AND EXPENSES
     Operating....................................................................            242.8             225.3
     Selling, general and administrative..........................................            125.9             114.7
     Depreciation and amortization................................................            161.9             138.8
                                                                                          ---------         --------- 
                                                                                              530.6             478.8
                                                                                          ---------         --------- 
  
  OPERATING INCOME................................................................             10.6              22.3
  
  OTHER (INCOME) EXPENSE
     Interest expense.............................................................             53.5              56.7
     Interest expense on notes payable to affiliates..............................             12.9               9.1
     Investment income and other, net.............................................             (2.3)
                                                                                          ---------         --------- 
                                                                                               64.1              65.8
                                                                                          ---------         --------- 
  
  LOSS BEFORE INCOME TAX BENEFIT AND MINORITY INTEREST............................            (53.5)            (43.5)
  
  INCOME TAX BENEFIT..............................................................            (14.4)             (9.3)
                                                                                          ---------         --------- 
  
  LOSS BEFORE MINORITY INTEREST...................................................            (39.1)            (34.2)
  
  MINORITY INTEREST...............................................................             (5.2)             (5.0)
                                                                                          ---------         --------- 
  
  NET LOSS........................................................................            (33.9)            (29.2)
  
  ACCUMULATED DEFICIT
     Beginning of period..........................................................         (2,799.1)         (2,124.0)
                                                                                          ---------         --------- 
  
     End of period................................................................        ($2,833.0)        ($2,153.2)
                                                                                          =========         =========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                            Three Months Ended March 31,
                                                                                               1998             1997
  OPERATING ACTIVITIES
     Net loss.....................................................................           ($33.9)           ($29.2)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..............................................            161.9             138.8
       Non-cash interest expense..................................................              0.1               0.5
       Non-cash interest expense on notes payable to affiliates...................             12.9               1.7
       Deferred expenses charged by an affiliate..................................             32.2              27.7
       Loss on sale of investment.................................................                                1.6
       Minority interest..........................................................             (5.2)             (5.0)
       Deferred income tax benefit, due to affiliate..............................            (15.9)            (19.8)
       Other......................................................................             (0.2)
                                                                                           --------          --------
                                                                                              151.9             116.3
  
       Decrease in accounts receivable............................................             18.3              16.1
       Decrease (increase) in inventories.........................................              1.7              (0.5)
       Decrease in other current assets...........................................              0.6               2.1
       Decrease in accounts payable and accrued expenses..........................             (1.8)             (4.5)
       Increase in accrued interest...............................................             44.3               1.5
       Decrease in other non-current liabilities..................................             (1.7)             (1.8)
                                                                                           --------          --------
  
             Net cash provided by operating activities............................            213.3             129.2
                                                                                           --------          --------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................            817.0              40.0
     Repayments of long-term debt.................................................           (683.0)            (83.7)
     Repayment of notes payable to affiliates.....................................                               (0.6)
     Net transactions with affiliates.............................................            (43.7)             24.3
     Other........................................................................              0.6
                                                                                           --------          --------
  
             Net cash provided by (used in) financing activities..................             90.9             (20.0)
                                                                                           --------          --------
  
  INVESTING ACTIVITIES
     Sale of short-term investments...............................................                               21.2
     Acquisitions, net of cash acquired...........................................           (136.9)
     Capital expenditures.........................................................           (140.3)           (106.6)
     Increase in cash held by an affiliate........................................            (17.8)            (13.0)
     Additions to deferred charges and other......................................            (12.2)             (2.2)
                                                                                           --------          --------
  
             Net cash used in investing activities................................           (307.2)           (100.6)
                                                                                           --------          --------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS................................             (3.0)              8.6
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................             40.7              38.4
                                                                                           --------          --------
  
  CASH AND CASH EQUIVALENTS, end of period........................................            $37.7             $47.0
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 March 31, 1998 and the condensed
       consolidated  statements  of  operations  and of cash  flows  for the three
       months  ended March 31, 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 March 31, 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 period ended March 31, 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  three  months  ended  March  31,  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 three months ended March 31, 1997.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  2.   LONG-TERM DEBT
  
       On March 5,  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.
  
       As of March  31,  1998 and  December  31,  1997,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 7.92%
       and 8.14%, respectively.
  
       Lines of Credit
       As of April 30, 1998, certain  subsidiaries of the Company had unused lines
       of credit of $658.0 million.  The  availability and use of the unused lines
       of credit are  restricted by the  covenants of the related debt  agreements
       and to subsidiary general purposes and dividend declaration.
  
  3.   NOTES PAYABLE TO AFFILIATES
  
       Notes payable to affiliates bear interest at rates ranging from 7 1/4% to 9
       1/4% as of March 31, 1998  (weighted  average  interest rate of 7.71% as of
       March 31, 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  $12.9  million  and $9.1  million of
       interest  expense on the notes during the three months ended March 31, 1998
       and 1997,
  
                                          5
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       respectively.  Accrued interest relating to such notes of $37.5 million and
       $24.6  million was added to the principal as of March 31, 1998 and December
       31, 1997, respectively.
  
       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 May 1998,  the Company  issued an  additional  $72.3
       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.
  
  4.   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 three months ended March 31, 1998 and 1997,  the Company's  service
       income  includes $2.5 million and $1.9 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 $31.2 million and $29.0 million
       during the three months ended March 31, 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 each of the three months ended March 31, 1998 and 1997 were
       $1.3  million.  Deferred  management  fees were  $138.2  million and $136.9
       million as of March 31, 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
       $190.5  million and $171.4  million,  including  $160.9  million and $142.7
       million of  Programming  Charges,  during the three  months ended March 31,
       1998 and 1997, respectively.  The Programming Charges include $11.7 million
       and $9.2  million  during the three  months  ended March 31, 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
  
                                          6
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       Charges deferred during the three months ended March 31, 1998 and 1997 were
       $30.9 million and $26.4 million, respectively. Deferred Programming Charges
       were $292.8  million and $261.9  million as of March 31, 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 March 31, 1998 and December
       31, 1997, $74.4 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 three  months  ended  March 31, 1998 and 1997,  the Company  recognized
       investment income of $1.5 million and $1.1 million,  respectively,  on cash
       held by CFAC.
  
  5.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its  long-term  debt of $9.1
       million and $54.7 million  during the three months ended March 31, 1998 and
       1997,  respectively.  The Company  made cash  payments  for interest on the
       notes payable to  affiliates of $7.4 million  during the three months March
       31, 1997.
  
       The Company made cash payments to the respective  state taxing  authorities
       for state income  taxes of $0.5  million and $0.8 million  during the three
       months ended March 31, 1998 and 1997, respectively.
  
  6.   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 October 1997,  the State of Connecticut  issued draft amended  decisions
       recalculating the maximum permitted basic service rate and installation and
       equipment  charges since 1994 for certain of the Company's cable systems in
       the State.  In April 1998, the Company,  the Office of Consumer  Counsel of
       the State of  Connecticut  and the  Office of the  Attorney  General of the
       State of Connecticut  entered into a Stipulation  which, if approved by the
       Department of Public  Utility  Control of the State of  Connecticut,  would
       settle these rate disputes. While the Company cannot predict the outcome of
       these  proceedings,  the Company  believes that the ultimate  resolution of
       these pending regulatory matters will not have a material adverse impact on
       the Company's financial position, results of operations or liquidity.
  
                                          7
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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 three months ended March 31, 1998 and 1997 is as
  follows (dollars in millions, "NM" denotes percentage is not meaningful):
  Three Months Ended
                                                                          March 31,            Increase / (Decrease)
                                                                      1998         1997           $            %
  Service income............................................         $541.2       $501.1        $40.1         8.0%
  Operating, selling, general and administrative expenses...          368.7        340.0         28.7         8.4
                                                                    -------      -------      -------        
  Operating income before depreciation and
     amortization (1).......................................          172.5        161.1         11.4         7.1
  Depreciation and amortization.............................          161.9        138.8         23.1        16.6
                                                                    -------      -------      -------        
  Operating income..........................................           10.6         22.3        (11.7)      (52.5)
                                                                    -------      -------      -------        
  Interest expense..........................................           53.5         56.7         (3.2)       (5.6)
  Interest expense on notes payable to affiliates...........           12.9          9.1          3.8        41.8
  Investment income and other, net..........................           (2.3)                      2.3          NM
  Income tax benefit........................................          (14.4)        (9.3)         5.1        54.8
  Minority interest.........................................           (5.2)        (5.0)         0.2         4.0
                                                                    -------      -------      -------        
  Net loss..................................................         ($33.9)      ($29.2)        $4.7        16.1
                                                                    =======      =======      =======
  ------------
  (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  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 $40.1 million  increase in service income for the three month period from
  1997 to 1998, $8.5 million is attributable to subscriber  growth,  $24.3 million
  relates to changes in rates,  $3.9  million is  attributable  to growth in cable
  advertising sales and $3.4 million relates to other product offerings.
  
  Of the $28.7 million increase in operating,  selling, general and administrative
  expenses  for the  three  month  period  from  1997 to 1998,  $17.8  million  is
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and  additional  channel  offerings,  $2.0
  million is attributable to growth in advertising  sales and $8.9 million results
  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 
  
                                          8
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  the three months ended March 31, 1998 and 1997,  the  Company's  service  income
  includes $2.5 million and $1.9 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 $31.2
  million and $29.0 million during the three months ended March 31, 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 $190.5 million and $171.4 million,  including  $160.9
  million and $142.7 million of Programming Charges, during the three months ended
  March 31, 1998 and 1997,  respectively.  The  Programming  Charges include $11.7
  million and $9.2 million  during the three months ended March 31, 1998 and 1997,
  respectively, relating to programming purchased by the Company, through Comcast,
  from suppliers in which Comcast holds an equity interest.
  
  The $23.1 million  increase in  depreciation  and  amortization  expense for the
  three month period from 1997 to 1998 is primarily attributable to the effects of
  capital  expenditures and increased losses on asset disposals in connection with
  the Company's rebuild  activities.  As a result of the increases in depreciation
  and amortization  expense and interest expense,  it is expected that the Company
  will continue to recognize significant losses for the foreseeable future.
  
  The $3.2  million  decrease in interest  expense for the three month period from
  1997 to 1998 is  attributable  to fluctuations in the levels of debt and changes
  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 $3.8 million increase in interest expense on notes payable to affiliates for
  the  three  month  period  from  1997 to 1998 is  primarily  attributable  to an
  increase in the balance of notes outstanding.
  
  The $5.1 million  increase in income tax benefit for the three month period from
  1997 to 1998 is primarily  attributable  to the increase in the  Company's  loss
  before income tax benefit and minority interest.
  
  For the three  months  ended March 31,  1998 and 1997,  the  Company's  earnings
  before  income tax  benefit and fixed  charges  (interest  expense and  interest
  expense on notes payable to  affiliates)  were $18.1 million and $27.3  million,
  respectively.  Such  earnings  were not  adequate to cover the  Company's  fixed
  charges of $66.4  million and $65.8 million for the three months ended March 31,
  1998 and 1997,  respectively.  The  Company's  fixed  charges  include  non-cash
  interest  expense of $13.0  million and $2.2  million for the three months ended
  March 31, 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.
  
                                          9
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  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  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.
  
                                         10
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  PART II. OTHER INFORMATION
  
  ITEM 1. LEGAL PROCEEDINGS
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       financial position, results of operations or liquidity.
  
  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  
       (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
           10.1     Amendment No. 1 to Credit  Agreement,  dated March 5, 1998, to
                    the  Credit  Agreement  dated as of  December  22,  1994 among
                    Comcast MH Holdings, Inc., the banks listed therein, The Chase
                    Manhattan   Bank,   NationsBank   of  Texas,   N.A.,  and  The
                    Toronto-Dominion  Bank, as Arranging  Agents,  The Bank of New
                    York,  The  Bank of Nova  Scotia,  Canadian  Imperial  Bank of
                    Commerce,  and Morgan  Guaranty  Trust Company of New York, as
                    Managing   Agents,   and   NationsBank  of  Texas,   N.A.,  as
                    Administrative Agent.
  
           27.1     Financial Data Schedule.
  
       (b) Reports on Form 8-K - none.
  
                                         11
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 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
                                                 Executive Vice President
                                                 (Principal Accounting Officer)
  
  Date: May 14, 1998
  
                                         12