content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  
  (Mark One)
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
  
                                 SEPTEMBER 30, 1997
                                         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.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  -------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code: (215) 665-1700
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
               Yes  X *                        No ___
  
  *    The  Registrant  became  subject  to  the  reporting  requirements  of  the
       Securities Act of 1934 on September 22, 1997.
                             --------------------------
  
  As of September 30, 1997, there were 1,000 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions  H(1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  
  <PAGE>
  
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
                                  TABLE OF CONTENTS
  
  
                                                                           Page
                                                                           Number
  
  PART I. FINANCIAL INFORMATION
  
          Item 1. Financial Statements
  
                  Condensed Consolidated Balance Sheet
                  as of September 30, 1997 and December 31,
                  1996 (Unaudited).............................................2
  
                  Condensed Consolidated Statement of
                  Operations for the Nine and Three Months
                  Ended September 30, 1997 and 1996 (Unaudited)................3
  
                  Condensed Consolidated Statement of Cash
                  Flows for the Nine Months Ended September 30,
                  1997 and 1996 (Unaudited)....................................4
  
                  Condensed Consolidated Statement of
                  Stockholder's Equity for the Nine Months Ended
                  September 30, 1997 (Unaudited)...............................5
  
                  Notes to Condensed Consolidated
                  Financial Statements (Unaudited)........................6 - 11
  
          Item 2. Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations.............................................12 - 19
  
  PART II. OTHER INFORMATION
  
          Item 1. Legal Proceedings...........................................20
  
          Item 6. Exhibits and Reports on Form 8-K............................20
  
          SIGNATURE...........................................................21
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  
  <PAGE>
  
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  PART I. FINANCIAL INFORMATION
  
  ITEM 1. FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                    (Dollars in millions, except share data)
                                                                                         September 30,    December 31,
                                                                                             1997             1996
  <S>                                                                                         <C>               <C>  
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................            $33.8             $38.4
     Short-term investments.......................................................              0.6              21.5
     Cash held by an affiliate....................................................             36.9              53.5
     Accounts receivable, less allowance for doubtful
       accounts of $15.6 and $12.0................................................             65.6              70.4
     Inventories..................................................................             30.1              28.1
     Other current assets.........................................................             18.9              19.8
                                                                                           --------          --------
         Total current assets.....................................................            185.9             231.7
                                                                                           --------          --------
  INVESTMENTS.....................................................................              1.2               1.2
                                                                                           --------          --------
  PROPERTY AND EQUIPMENT..........................................................          2,592.6           2,401.6
     Accumulated depreciation.....................................................           (994.5)           (856.1)
                                                                                           --------          --------
     Property and equipment, net..................................................          1,598.1           1,545.5
                                                                                           --------          --------
  DEFERRED CHARGES................................................................          5,637.3           5,586.7
     Accumulated amortization.....................................................         (1,378.9)         (1,151.8)
                                                                                           --------          --------
     Deferred charges, net........................................................          4,258.4           4,434.9
                                                                                           --------          --------
                                                                                           $6,043.6          $6,213.3
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................           $233.8            $230.7
     Accrued interest.............................................................             67.9              25.5
     Current portion of long-term debt............................................             35.1             115.7
     Current portion of notes payable to affiliates...............................             20.0               2.6
     Due to affiliates............................................................            182.0             152.3
                                                                                           --------          --------
         Total current liabilities................................................            538.8             526.8
                                                                                           --------          --------
  LONG-TERM DEBT, less current portion............................................          2,574.8           3,068.3
                                                                                           --------          --------
  MINORITY INTEREST AND OTHER.....................................................            217.5             246.3
                                                                                           --------          --------
  NOTES PAYABLE TO AFFILIATES, less current portion...............................            578.3             404.5
                                                                                           --------          --------
  DUE TO AFFILIATE................................................................            372.8             291.8
                                                                                           --------          --------
  DEFERRED INCOME TAXES, due to affiliate.........................................          1,481.0           1,580.3
                                                                                           --------          --------
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares.............
     Additional capital...........................................................          3,066.2           3,050.6
     Accumulated deficit..........................................................         (2,785.8)         (2,124.0)
     Unrealized loss on marketable securities.....................................                               (1.4)
     Notes receivable from affiliate..............................................                             (829.9)
                                                                                           --------          --------
         Total stockholder's equity...............................................            280.4              95.3
                                                                                           --------          --------
                                                                                           $6,043.6          $6,213.3
                                                                                           ========          ========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
                   CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                     (Dollars in millions)
                                                                          Nine Months Ended        Three Months Ended
                                                                            September 30,             September 30,
                                                                         1997         1996         1997         1996
  <S>                                                                  <C>          <C>             <C>          <C>   
  SERVICE INCOME................................................       $1,537.0     $1,170.9        $515.1       $392.6
                                                                       --------     --------        ------       ------
  
  COSTS AND EXPENSES
     Operating..................................................          668.6        482.6         217.9        160.1
     Selling, general and administrative........................          350.7        255.3         117.1         88.0
     Depreciation and amortization..............................          462.7        289.3         155.9         96.7
                                                                       --------     --------        ------       ------
                                                                        1,482.0      1,027.2         490.9        344.8
                                                                       --------     --------        ------       ------
  
  OPERATING INCOME..............................................           55.0        143.7          24.2         47.8
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................          174.2        168.1          54.3         57.3
     Interest expense on notes payable to affiliates............           24.8         25.9          12.4         10.4
     Investment income, net.....................................           (3.6)        (6.3)         (1.6)        (3.5)
     Other......................................................           (0.1)         0.6          (0.1)        (0.1)
                                                                       --------     --------        ------       ------
                                                                          195.3        188.3          65.0         64.1
                                                                       --------     --------        ------       ------
  LOSS BEFORE INCOME TAX BENEFIT, MINORITY
     INTEREST AND EXTRAORDINARY ITEMS...........................         (140.3)       (44.6)        (40.8)       (16.3)
  
  INCOME TAX BENEFIT............................................          (26.6)        (6.4)         (3.1)        (2.8)
                                                                       --------     --------        ------       ------
  
  LOSS BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................         (113.7)       (38.2)        (37.7)       (13.5)
  
  MINORITY INTEREST.............................................          (15.8)       (16.5)         (5.6)        (6.1)
                                                                       --------     --------        ------       ------
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................          (97.9)       (21.7)        (32.1)        (7.4)
  
  EXTRAORDINARY ITEMS...........................................          (17.6)                      (2.1)
                                                                       --------     --------        ------       ------
  
  NET LOSS......................................................        ($115.5)      ($21.7)       ($34.2)       ($7.4)
                                                                       ========     ========        ======       ======
  
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                               (Dollars in millions)
                                                                                          Nine Months Ended September 30,
                                                                                              1997             1996
  OPERATING ACTIVITIES
  <S>                                                                                       <C>                <C>    
     Net loss.....................................................................          ($115.5)           ($21.7)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
       Depreciation and amortization..............................................            462.7             289.3
       Non-cash interest expense..................................................              1.3               1.5
       Non-cash interest expense on notes payable to affiliates...................              1.2               5.2
       Deferred expenses charged by an affiliate..................................             81.0              48.7
       Loss on sale of investment.................................................              1.6
       Extraordinary items........................................................             17.6
       Minority interest..........................................................            (15.8)            (16.5)
       Deferred income tax benefit, due to affiliate..............................            (57.8)            (23.6)
                                                                                           --------            ------ 
                                                                                              376.3             282.9
  
       Decrease in accounts receivable............................................              4.8               4.9
       (Increase) decrease in inventories.........................................             (2.0)              0.1
       Decrease (increase) in other current assets................................              0.9              (5.7)
       Increase (decrease) in accounts payable and accrued expenses...............              7.1             (12.4)
       Increase in accrued interest...............................................             42.4              14.9
       Decrease in other non-current liabilities..................................            (11.8)             (0.9)
                                                                                           --------            ------ 
             Net cash provided by operating activities............................            417.7             283.8
                                                                                           --------            ------ 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................          1,805.8             298.0
     Repayments of long-term debt.................................................         (2,392.8)           (134.5)
     Proceeds from notes payable to affiliates....................................            638.3               2.7
     Repayment of notes payable to affiliates.....................................           (140.8)             (0.9)
     Capital contributions........................................................                                0.3
     Net transactions with affiliates.............................................             29.7              43.7
     Deferred financing costs and other...........................................            (15.6)             (1.5)
                                                                                           --------            ------ 
             Net cash (used in) provided by financing activities..................            (75.4)            207.8
                                                                                           --------            ------ 
  
  INVESTING ACTIVITIES
     Acquisitions.................................................................             (7.1)             (2.8)
     Sale of short-term investments...............................................             21.4
     Capital expenditures.........................................................           (367.1)           (207.3)
     Decrease (increase) in cash held by an affiliate.............................             16.6             (39.6)
     Increase in notes receivable from affiliate..................................                             (220.0)
     Additions to deferred charges and other......................................            (10.7)             (5.8)
                                                                                           --------            ------ 
             Net cash used in investing activities................................           (346.9)           (475.5)
                                                                                           --------            ------ 
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS................................             (4.6)             16.1
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................             38.4              11.6
                                                                                           --------            ------ 
  
  CASH AND CASH EQUIVALENTS, end of period........................................            $33.8             $27.7
                                                                                           ========            ====== 
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
  
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
              CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                      (Dollars in millions)
                                                                                           Unrealized    Notes
                                                                                             Loss on  Receivable
                                                                    Additional Accumulated Marketable    from
                                                                      Capital   Deficit     Securities  Affiliate    Total
  <S>                                                                <C>       <C>            <C>      <C>          <C>  
  BALANCE, JANUARY 1, 1997......................................     $3,050.6  ($2,124.0)     ($1.4)   ($829.9)     $95.3
     Net loss...................................................                  (115.5)                          (115.5)
     Change in unrealized loss on marketable
       securities, net of deferred taxes of $0.7................                                1.4                   1.4
     Interest income on notes receivable from affiliate.........         23.9                            (23.9)
     Income taxes on interest income on notes
       receivable from affiliate................................         (8.3)                                       (8.3)
     Exchange of outstanding notes payable to
       and notes receivable from affiliates.....................                                         307.5      307.5
     Elimination of outstanding notes receivable
       from affiliate through a non-cash dividend
       to parent................................................                  (546.3)                546.3
                                                                     --------  ---------      -----    -------      -----
  
  BALANCE, SEPTEMBER 30, 1997...................................     $3,066.2  ($2,785.8      $        $           $280.4
                                                                     ========  =========      =====    =======      =====
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
  
                                          5
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1996 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet  as  of  September  30,  1997,  the
       condensed  consolidated  statement  of  operations  for the nine and  three
       months  ended  September  30,  1997 and 1996,  the  condensed  consolidated
       statement  of cash flows for the nine months ended  September  30, 1997 and
       1996 and the condensed  consolidated  statement of stockholder's equity for
       the nine months  ended  September  30,  1997 have been  prepared by Comcast
       Cable Communications, Inc. (the "Company") and have not been audited by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments) necessary to
       present fairly the financial position, results of operations and cash flows
       as of September 30, 1997 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
       Company's  December  31,  1996  audited  financial  statements  which  were
       included in the Company's  Registration Statement on Form S-4, effective as
       of  September  22,  1997,  as  filed  with  the   Securities  and  Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1997 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
       include  the  accounts  of the  Contributed  Subsidiaries  for all  periods
       presented.
  
       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
       for all periods presented.
  
  2.   ACQUISITIONS
  
       Cable TV Fund 14 A/B Venture
       In  October  1997,  the  Company  and  Jones   Intercable,   Inc.   ("Jones
       Intercable")  entered  into an agreement  whereby the  Company,  through an
       indirect  majority  owned  subsidiary,  will  acquire  Cable TV Fund 14 A/B
       Venture, a cable television system serving approximately 65,000 subscribers
       in and around Broward County,  Florida for $140 million in cash, subject to
       certain  adjustments.  The  acquisition  is  expected to be funded with the
       proceeds from borrowings under one of the Company's  subsidiary's  existing
       credit  facilities.  The  acquisition is subject to a number of conditions,
       including the receipt of necessary regulatory approvals and the approval of
       the limited  partners of Cable TV Fund 14 A/B Venture.  The  acquisition is
       expected to close in the first quarter of 1998.
  
       Scripps Cable
       In  November  1996,  Comcast  acquired  the  cable  television   operations
       ("Scripps Cable") of The E.W. Scripps Company ("E.W.  Scripps") in exchange
       for 93.048 million shares of Comcast's  Class A Special Common Stock valued
       at $1.552 billion (the "Scripps  Acquisition").  Comcast  accounted for the
       Scripps  Acquisition  under the  purchase  method.  Following  the  Scripps
       Acquisition, Comcast contributed Scripps Cable to the Company (the "Scripps
       Contribution")   at  Comcast's   historical  cost  and  Scripps  Cable  was
       consolidated with the Company effective November 1, 1996. During the second
       quarter of 1997, the Company  recorded the final purchase price  allocation
       relating to the Scripps Contribution.  The terms of the Scripps Acquisition
       provide for, among other things, the indemnification of the Company by E.W.
       Scripps for certain  liabilities,  including tax  liabilities,  relating to
       Scripps Cable prior to the acquisition date.
  
                                          6
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Unaudited Pro Forma Information
       The  following  unaudited pro forma  information  for the nine months ended
       September 30, 1996 has been  presented as if the Scripps  Contribution  had
       occurred on January 1, 1996. This unaudited pro forma  information is based
       on historical results of operations  adjusted for acquisition costs and, in
       the  opinion  of  management,  is not  necessarily  indicative  of what the
       results  would  have been had the  Company  operated  Scripps  Cable  since
       January 1, 1996 (dollars in millions).
  <TABLE>
  <CAPTION>
                                                                                 Nine Months Ended
                                                                                 September 30, 1996
  <S>                                                                               <C>     
                Service income...............................................       $1,398.3
                Net loss.....................................................          (92.6)
  </TABLE>
  
  3.   INVESTMENTS
  
       The Company  received  552,014 shares of Time Warner,  Inc. ("Time Warner")
       Common Stock (the "Time Warner Stock") in exchange (the "Exchange") for all
       of the shares of the Turner  Broadcasting  System,  Inc. ("TBS") Stock (the
       "TBS  Stock")  held by the Company as a result of the merger of Time Warner
       and  TBS in  October  1996.  As a  result  of  the  Exchange,  the  Company
       recognized a pre-tax gain of $19.8  million in the fourth  quarter of 1996,
       representing the difference between the Company's  historical cost basis in
       the TBS Stock and the new basis for the Company's investment in Time Warner
       Stock of $22.8  million,  which was based on the closing  price of the Time
       Warner  Stock on the merger date of $41.375 per share.  As of December  31,
       1996,  the shares of Time Warner Stock held by the Company were recorded at
       their  fair  value  of  $20.7  million  and  were  included  in  short-term
       investments in the Company's  condensed  consolidated  balance  sheet.  The
       unrealized  loss on this  investment  of $2.1  million was  reported in the
       Company's  December  31, 1996  condensed  consolidated  balance  sheet as a
       decrease in  stockholder's  equity,  net of deferred  income tax benefit of
       $0.7 million. In January 1997, the Company sold its entire interest in Time
       Warner  for $21.2  million.  In  connection  with this  sale,  the  Company
       recognized  a  pre-tax  loss of $1.6  million,  which  is  included  in net
       investment  income in the  Company's  condensed  consolidated  statement of
       operations for the nine months ended September 30, 1997.
  
  4.   LONG-TERM DEBT
  
       Debt Offering
       In May 1997,  the  Company  completed  the sale of $1.7  billion  principal
       amount  of  notes  (the  "Old  Notes")  through  a  private  offering  with
       registration  rights.  The Old Notes were issued in four  tranches:  $300.0
       million  principal  amount of 8 1/8%  Notes  due 2004 (the "Old  Seven-Year
       Notes"), $600.0 million principal amount of 8 3/8% Notes due 2007 (the "Old
       Ten-Year Notes"),  $550.0 million principal amount of 8 7/8% Notes due 2017
       (the "Old Twenty-Year Notes") and $250.0 million principal amount of 8 1/2%
       Notes  due  2027  (the  "Old   Thirty-Year   Notes").   The  Company   used
       substantially all of the net proceeds from the offering of the Old Notes to
       repay certain of its subsidiaries'  notes payable to banks with the balance
       used for subsidiary general purposes. Collectively, the offering of the Old
       Notes and the  repayment of the  aforementioned  notes payable with the net
       proceeds  from the  offering of the Old Notes are referred to herein as the
       "Refinancing."
  
       Interest on the Old Notes is payable  semiannually  on May 1 and November 1
       of each year,  commencing  November 1, 1997. The Old Seven-Year  Notes, the
       Old Ten-Year Notes and the Old Twenty-Year  Notes are redeemable,  in whole
       or in  part,  at the  option  of  the  Company  at any  time  and  the  Old
       Thirty-Year Notes are redeemable, in whole or in part, at the option of the
       Company at any time after May 1, 2009,  in each case at a redemption  price
       equal to the greater of (i) 100% of their  principal  amount,  plus accrued
       interest thereon to the date of redemption,  or (ii) the sum of the present
       values of the  remaining  scheduled  payments  of  principal  and  interest
       thereon  discounted  to  the  date  of  redemption  on a  semiannual  basis
       (assuming  a 360-day  year  consisting  of  twelve  30-day  months)  at the
       Adjusted Treasury Rate (as defined), plus accrued interest on the Old Notes
       to the date of  redemption.  Each holder of the Old  Thirty-Year  Notes may
       require the Company to repurchase  all or a portion of the Old  Thirty-Year
       Notes owned by such holder on May 1, 2009 at a purchase price equal to 100%
       of the principal amount thereof.
  
                                          7
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The Old Notes are unsecured and  unsubordinated  obligations of the Company
       and  rank  pari  passu  with  all  other   unsecured   and   unsubordinated
       indebtedness  and  other  obligations  of the  Company.  The Old  Notes are
       effectively  subordinated to all liabilities of the Company's subsidiaries,
       including trade payables. The Old Notes are obligations only of the Company
       and are not  guaranteed by and do not otherwise  constitute  obligations of
       Comcast.
  
       The Indenture for the Old Notes, among other things,  contains restrictions
       (with certain  exceptions) on the ability of the Company and its Restricted
       Subsidiaries  (as  defined)  to:  (i)  make  dividend   payments  or  other
       restricted  payments;  (ii) create  liens or enter into sale and  leaseback
       transactions; and (iii) enter into mergers, consolidations, or sales of all
       or substantially all of their assets.
  
       In October 1997, the Company completed an exchange of 100% of the Old Notes
       for new notes (the "Notes") (having the terms described  above)  registered
       under the Securities Act of 1933, as amended.
  
       The Refinancing had a significant impact on the maturities of the Company's
       long-term  debt.  Maturities of long-term  outstanding  as of September 30,
       1997 and  December  31,  1996  through  2001  are as  follows  (dollars  in
       millions):
  <TABLE>
  <CAPTION>
                                                                          As of                   As of
                                                                   September 30, 1997       December 31, 1996
  <S>                                                                  <C>                      <C>    
           1997.................................................       $    2.3 (1)              $115.7 (2)
           1998.................................................           32.8                   146.7
           1999.................................................          109.6                   366.2
           2000.................................................          124.1                   491.1
           2001.................................................          239.6                   944.2
  </TABLE>
           ---------------
  (1)  Represents  maturities of long-term debt for the remaining  three months of
       1997.
  (2)  Includes  $80.0  million  relating to optional  debt  repayments  made from
       January 1, 1997 through April 4, 1997.
  
       As of September  30, 1997 and December 31, 1996,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 8.06%
       and 7.18%, respectively.
  
       Debt Repayments
       In June 1997, the Company  redeemed all of its outstanding 10% Subordinated
       Debentures, due 2003 (the "10% Debentures").  An aggregate principal amount
       of $139.3 million of the 10% Debentures was redeemed at a redemption  price
       of 100% of the principal  amount  thereof,  together with accrued  interest
       thereon.  As of the  redemption  date,  the 10%  Debentures had an accreted
       value of $127.7 million.  The Company  redeemed the 10% Debentures with the
       proceeds from the issuance of a $141.0 million note payable to a subsidiary
       of Comcast which bears interest at a rate of 8.50%, payable quarterly,  and
       is due in 2002.
  
       In July 1997, the Company made an optional debt repayment of $435.0 million
       with the proceeds  from the issuance of a $437.3  million note payable to a
       subsidiary  of Comcast  which bears  interest  at a rate of 7.25%,  payable
       quarterly, and is due in 2002.
  
       Extraordinary Items
       In connection  with the  Refinancing,  the redemption of the 10% Debentures
       and the optional  repayment of certain  indebtedness,  the Company expensed
       unamortized debt acquisition costs and incurred debt  extinguishment  costs
       of $27.1 million and $3.2 million,  resulting in extraordinary  losses, net
       of tax, of $17.6 million and $2.1 million  during the nine and three months
       ended September 30, 1997, respectively.
  
       Lines of Credit
       As of October  31,  1997,  certain  subsidiaries  of the Company had unused
       lines of credit of $670.0 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. The
       Company  continually  evaluates  its debt  structure  with the intention of
       reducing its debt service requirements when desirable.
  
                                          8
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Debt Assumption
       During the nine months ended September 30, 1996, a wholly owned  subsidiary
       of Comcast  assumed a $27.0 million note payable to a bank and $0.6 million
       of accrued interest thereon.  In return,  the Company became liable under a
       $27.6 million note payable to the subsidiary of Comcast.
  
       Interest Rate Risk Management
       The following table summarizes the terms of the Company's existing interest
       rate exchange agreements  ("Swaps"),  interest rate cap agreements ("Caps")
       and interest rate collar  agreements  ("Collars")  as of September 30, 1997
       and December 31, 1996 (dollars in millions):
  <TABLE>
  <CAPTION>
                                            Notional                             Average         Estimated
                                             Amount          Maturities       Interest Rate     Fair Value
  <S>                                          <C>          <C>                <C>               <C> 
       As of September 30, 1997
       Variable to Fixed Swaps                 $100.0       1998-1999           5.67%             $0.2
       Caps                                     150.0         1998              6.67%
       Collar                                    50.0         1998          7.00% / 4.90%
  
       As of December 31, 1996
       Variable to Fixed Swaps                 $530.0       1997-1999           6.14%            ($1.2)
       Caps                                     250.0         1997              8.55%
       Collars                                  400.0       1997-1998       7.09% / 5.04%          0.2
  </TABLE>
  
       The notional amounts of interest rate agreements, as presented in the above
       table,  are used to  measure  interest  to be paid or  received  and do not
       represent the amount of exposure to credit loss.  The estimated  fair value
       approximates  the  proceeds  (costs) to settle the  outstanding  contracts.
       While Swaps,  Caps and Collars  represent an integral part of the Company's
       interest rate risk management program, their incremental effect on interest
       expense for the nine and three months ended September 30, 1997 and 1996 was
       not significant.
  
  5.   NOTES PAYABLE TO AND NOTES RECEIVABLE FROM AFFILIATES
  
       During the nine months ended  September  30,  1997,  the Company (i) repaid
       $140.8  million of its notes  payable to affiliates  (the "Notes  Payable")
       with the  proceeds  from  drawdowns  under  subsidiaries'  existing  credit
       facilities  ($55.0  million) and existing cash held by an affiliate  ($85.8
       million),  (ii) completed the exchange of affiliate notes payable and notes
       receivable,  and the accrued interest thereon, between the Company, Comcast
       and certain of their subsidiaries resulting in a reduction in the Company's
       Notes  Payable of $307.5  million,  with a  corresponding  reduction in the
       Company's  notes  receivable from affiliate (the "Notes  Receivable"),  and
       (iii) eliminated the remaining Notes  Receivable,  and the accrued interest
       thereon  (aggregating  $546.3  million),  through a  non-cash  dividend  to
       Comcast.
  
       As of  September  30, 1997 and December 31,  1996,  Notes  Payable  include
       $598.3  million and $383.4  million  principal  amount of Notes  Payable to
       Comcast  and  certain of its  wholly  owned  subsidiaries.  During the nine
       months ended  September 30, 1997, the Company  borrowed $638.3 million from
       Comcast and certain of its wholly owned subsidiaries, the proceeds of which
       were used primarily to redeem the 10% Debentures and make the optional debt
       repayment  described in Note 4. During the nine months ended  September 30,
       1996,  the  Company  borrowed  $30.3  million  from  certain  wholly  owned
       subsidiaries of Comcast.  Such borrowings  include $27.6 million associated
       with the debt assumption described in Note 4.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast,  on behalf of the Company,  entered into 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 
  
                                          9
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       of net sales of merchandise sold to QVC customers  located in the Company's
       service  area.  For the nine and three months ended  September 30, 1997 and
       1996,  the Company's  service income  includes $7.2 million,  $5.7 million,
       $3.2 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 $88.0 million,  $66.9 million,
       $29.0  million and $22.4  million  during the nine and three  months  ended
       September  30,  1997 and  1996,  respectively.  These  management  fees are
       included in selling,  general and administrative  expenses in the Company's
       condensed  consolidated  statement  of  operations.  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,  L.L.C.  (the "LLC"), a majority owned subsidiary of
       the  Company.  Management  fees  deferred  during the nine and three months
       ended  September 30, 1997 and 1996, were $3.5 million,  $3.2 million,  $1.1
       million  and $1.1  million,  respectively.  Deferred  management  fees were
       $135.7 million and $132.2 million as of September 30, 1997 and December 31,
       1996, 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 directly from the supplier,  subject to limitations
       imposed by debt  facilities for certain  subsidiaries,  and did not benefit
       from the purchasing power of the Company'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.  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 $506.9 million,  $367.4 million,  $163.6
       million and $123.4  million,  including  $424.0  million,  $303.6  million,
       $137.6 million and $101.6 million of Programming  Charges,  during the nine
       and three  months  ended  September  30, 1997 and 1996,  respectively.  The
       Programming Charges include $33.6 million, $19.1 million, $13.8 million and
       $6.2 million during the nine and three months ended  September 30, 1997 and
       1996,  respectively,  relating to  programming  purchased  by the  Company,
       through Comcast, from suppliers in which Comcast holds an equity interest.
  
       Comcast has agreed to permit certain of the Company's subsidiaries to defer
       payment of a portion of the Programming  Charges with the deferred  portion
       being treated as a subordinated  long-term liability due to affiliate which
       will not be payable  until the  subsidiaries'  existing  long-term  debt is
       retired.  In addition,  payment of certain of the  Programming  Charges has
       been  deferred  until  CalPERS  no  longer  has an  interest  in  the  LLC.
       Programming  Charges  deferred  during  the nine  and  three  months  ended
       September  30,  1997 and 1996 were  $77.5  million,  $45.5  million,  $25.3
       million and $15.3 million, respectively.  Deferred Programming Charges were
       $237.1 million and $159.6 million as of September 30, 1997 and December 31,
       1996, 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 
  
                                         10
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       Company. Under this arrangement,  the Company's cash receipts are deposited
       with and held by CFAC, as custodian and agent,  which invests and disburses
       such funds at the  direction of the Company.  As of September  30, 1997 and
       December 31, 1996,  $36.9 million and $53.5 million,  respectively,  of the
       Company's cash was held by CFAC. These amounts have been classified as cash
       held by an affiliate in the Company's condensed consolidated balance sheet.
       During the nine and three months  ended  September  30, 1997 and 1996,  the
       Company recognized  investment income of $2.8 million,  $3.1 million,  $0.9
       million and $1.1 million, respectively, on cash held by CFAC.
  
  7.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its long-term debt of $130.5
       million,  $153.2  million,  $17.8 million and $46.5 million during the nine
       and three  months  ended  September  30, 1997 and 1996,  respectively.  The
       Company  made cash  payments  for  interest  on the Notes  Payable of $23.6
       million,  $20.7 million, $12.4 million and $8.4 million during the nine and
       three months ended September 30, 1997 and 1996, respectively.
  
       The Company made cash payments to the respective  state taxing  authorities
       for state income taxes of $6.1 million, $6.7 million, $1.7 million and $1.4
       million during the nine and three months ended September 30, 1997 and 1996,
       respectively.
  
  8.   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 Company has settled the majority of outstanding proceedings challenging
       its rates charged for  regulated  cable  services.  In December  1995,  the
       Federal  Communications  Commission  ("FCC")  adopted an order  approving a
       negotiated  settlement of rate  complaints  pending against the Company for
       cable  programming  service tiers  ("CPSTs") which provided $6.6 million in
       refunds,  plus interest,  given in the form of bill credits during 1996, to
       1.3 million of the Company's cable  subscribers.  As part of the negotiated
       settlement,  the Company  agreed to forego  certain  inflation and external
       cost  adjustments  for systems covered by its  cost-of-service  filings for
       CPSTs.  The FCC  recently  approved a social  contract  with the Company in
       which the  Company  committed  to  complete  certain  system  upgrades  and
       improvements  by March 1999 in return for which it was authorized to move a
       limited number of currently regulated programming services in certain cable
       systems to a single migrated product tier on each system that may become an
       unregulated new product tier after December 1997. In addition,  the Company
       will also provide free cable service connections,  modems and modem service
       to certain  public and private  schools and to 250 public  libraries in its
       franchise  areas.  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.  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.
  
                                         11
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
  
  Overview
  
  Comcast Cable  Communications,  Inc. and subsidiaries (the "Company"),  a wholly
  owned subsidiary of Comcast Corporation ("Comcast"),  is a holding company which
  conducts all of its operations through subsidiaries. The Company has experienced
  significant  growth in recent years  through  both  strategic  acquisitions  and
  growth in its existing business. The Company has historically met its cash needs
  for operations  through its cash flows from operating and financing  activities.
  Cash  requirements for acquisitions and capital  expenditures have been provided
  through the Company's financing  activities,  as well as its existing cash, cash
  equivalents, short-term investments and cash held by an affiliate.
  
  General Developments of Business
  
  Cable TV Fund 14 A/B Venture
  In October 1997, the Company and Jones  Intercable,  Inc.  ("Jones  Intercable")
  entered into an  agreement  whereby the  Company,  through an indirect  majority
  owned subsidiary,  will acquire Cable TV Fund 14 A/B Venture, a cable television
  system serving  approximately  65,000  subscribers in and around Broward County,
  Florida  for  $140  million  in  cash,  subject  to  certain  adjustments.   The
  acquisition is expected to be funded with the proceeds from borrowings under one
  of the Company's  subsidiary's  existing credit  facilities.  The acquisition is
  subject to a number of conditions, including the receipt of necessary regulatory
  approvals  and the  approval  of the  limited  partners  of Cable TV Fund 14 A/B
  Venture. The acquisition is expected to close in the first quarter of 1998.
  
  Debt Offering
  In May 1997, the Company  completed the sale of $1.7 billion principal amount of
  notes (the "Old Notes") through a private offering with registration rights. The
  Old  Notes  were issued in four  tranches:  $300.0 million  principal  amount of
  8 1/8% Notes due 2004 (the "Old  Seven-Year  Notes"), $600.0  million  principal
  amount  of 8 3/8%  Notes due 2007 (the "Old  Ten-Year  Notes"),  $550.0  million
  principal  amount of 8 7/8%  Notes due 2017 (the "Old  Twenty-Year  Notes")  and
  $250.0 million  principal  amount of 8 1/2% Notes due 2027 (the "Old Thirty-Year
  Notes").  The  Company  used  substantially  all of the net  proceeds  from  the
  offering of the Old Notes to repay certain of its subsidiaries' notes payable to
  banks with the balance used for subsidiary general purposes.  Collectively,  the
  offering of the Old Notes and the repayment of the aforementioned  notes payable
  with the net proceeds  from the offering of the Old Notes are referred to herein
  as the "Refinancing."
  
  Interest  on the Old Notes is payable  semiannually  on May 1 and  November 1 of
  each year,  commencing  November  1, 1997.  The Old  Seven-Year  Notes,  the Old
  Ten-Year  Notes and the Old  Twenty-Year  Notes are  redeemable,  in whole or in
  part, at the option of the Company at any time and the Old Thirty-Year Notes are
  redeemable,  in whole or in part, at the option of the Company at any time after
  May 1, 2009, in each case at a redemption price equal to the greater of (i) 100%
  of  their  principal  amount,  plus  accrued  interest  thereon  to the  date of
  redemption,  or (ii) the sum of the present  values of the  remaining  scheduled
  payments of principal and interest thereon  discounted to the date of redemption
  on a semiannual  basis  (assuming a 360-day  year  consisting  of twelve  30-day
  months) at the Adjusted Treasury Rate (as defined), plus accrued interest on the
  Old Notes to the date of redemption.  Each holder of the Old  Thirty-Year  Notes
  may require the Company to  repurchase  all or a portion of the Old  Thirty-Year
  Notes owned by such  holder on May 1, 2009 at a purchase  price equal to 100% of
  the principal amount thereof.
  
  The Old Notes are unsecured and  unsubordinated  obligations  of the Company and
  rank pari passu with all other  unsecured and  unsubordinated  indebtedness  and
  other obligations of the Company. The Old Notes are effectively  subordinated to
  all liabilities of the Company's subsidiaries, including trade payables. The Old
  Notes are  obligations  only of the Company and are not guaranteed by and do not
  otherwise constitute obligations of Comcast.
  
  The Indenture for the Old Notes, among other things, contains restrictions (with
  certain   exceptions)   on  the  ability  of  the  Company  and  its  Restricted
  Subsidiaries  (as defined) to: (i) make  dividend  payments or other  restricted
  payments; (ii) create liens or enter into sale and leaseback  transactions;  and
  (iii) enter into mergers,  consolidations,  or sales of all or substantially all
  of their assets.
  
                                         12
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  In October 1997, the Company  completed an exchange of 100% of the Old Notes for
  new notes (the "Notes") (having the terms described above)  registered under the
  Securities Act of 1933, as amended.
  
  Scripps Cable
  In November 1996,  Comcast  acquired the cable television  operations  ("Scripps
  Cable") of The E.W.  Scripps  Company  ("E.W.  Scripps")  in exchange for 93.048
  million  shares of  Comcast's  Class A  Special  Common  Stock  valued at $1.552
  billion  (the  "Scripps   Acquisition").   Comcast  accounted  for  the  Scripps
  Acquisition  under the  purchase  method.  Following  the  Scripps  Acquisition,
  Comcast contributed Scripps Cable to the Company (the "Scripps Contribution") at
  Comcast's  historical cost. The Scripps Contribution was recorded as an increase
  in  additional  capital  and  Scripps  Cable was  consolidated  with the Company
  effective  November  1, 1996.  During the second  quarter of 1997,  the  Company
  recorded  the  final   purchase  price   allocation   relating  to  the  Scripps
  Contribution.  The terms of the Scripps  Acquisition  provide  for,  among other
  things,  the  indemnification  of  the  Company  by  E.W.  Scripps  for  certain
  liabilities,  including tax liabilities,  relating to Scripps Cable prior to the
  acquisition date.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents, Short-term Investments and Cash Held by an Affiliate
  Cash, cash equivalents,  short-term investments and cash held by an affiliate as
  of September 30, 1997 were $71.3 million. As of September 30, 1997, the majority
  of the Company's cash, cash equivalents, short-term investments and cash held by
  an  affiliate  was  restricted  to use by  subsidiaries  of  the  Company  under
  contractual arrangements, including subsidiary credit agreements.
  
  The Company's cash  equivalents and short-term  investments are recorded at cost
  which  approximates  their fair  value.  As of  December  31,  1996,  short-term
  investments of $21.5 million  included the Company's  investment in Time Warner,
  Inc. ("Time Warner") common stock (the "Time Warner Stock") recorded at its fair
  value of $20.7  million  (see  "Investments").  As of September  30,  1997,  the
  Company's short-term investments of $0.6 million had a weighted average maturity
  of approximately 13 months. However, due to the high degree of liquidity and the
  intent of management to use these investments as needed to fund its commitments,
  the Company considers these as current assets.
  
  The Company  has  entered  into a custodial  account  arrangement  with  Comcast
  Financial  Agency  Corporation  ("CFAC"),  a wholly owned subsidiary of Comcast,
  under which CFAC provides cash  management  services to the Company.  Under this
  arrangement, the Company's cash receipts are deposited with and held by CFAC, as
  custodian and agent,  which invests and disburses such funds at the direction of
  the Company.  As of September 30, 1997 and December 31, 1996,  $36.9 million and
  $53.5  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.
  
  Investments
  Time  Warner/TBS.  The Company  received  552,014 shares of Time Warner Stock in
  exchange (the "Exchange") for all of the shares of Turner  Broadcasting  System,
  Inc.  ("TBS")  stock (the "TBS Stock")  held by the Company,  as a result of the
  merger of Time Warner and TBS in October 1996. As a result of the Exchange,  the
  Company  recognized  a pre-tax  gain of $19.8  million in the fourth  quarter of
  1996, representing the difference between the Company's historical cost basis in
  the TBS  Stock and the new basis for the  Company's  investment  in Time  Warner
  Stock of $22.8 million,  which was based on the closing price of the Time Warner
  Stock on the merger date of $41.375 per share. In January 1997, the Company sold
  its entire  interest in Time Warner for $21.2 million.  In connection  with this
  sale, the Company  recognized a pre-tax loss of $1.6 million,  which is included
  in net investment income in the Company's  condensed  consolidated  statement of
  operations for the nine months ended September 30, 1997.
  
  Financing
  Other than the Scripps  Acquisition,  the Company  has  historically  utilized a
  strategy of financing its  acquisitions and other investing  activities  through
  senior debt at the operating subsidiary level.
  
                                         13
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  The  Refinancing  had a  significant  impact on the  maturities of the Company's
  long-term  debt.  Maturities of long-term  debt  outstanding as of September 30,
  1997 and December 31, 1996 through 2001 are as follows (dollars in millions):
  <TABLE>
  <CAPTION>
                                                                          As of                   As of
                                                                   September 30, 1997       December 31, 1996
  <S>                                                                 <C>                       <C>    
           1997.................................................      $    2.3 (1)               $115.7 (2)
           1998.................................................           32.8                   146.7
           1999.................................................          109.6                   366.2
           2000.................................................          124.1                   491.1
           2001.................................................          239.6                   944.2
  -----------
  </TABLE>
  (1)  Represents  maturities of long-term debt for the remaining  three months of
       1997.
  (2)  Includes  $80.0  million  relating to optional  debt  repayments  made from
       January 1, 1997 through April 4, 1997.
  
  As of September 30, 1997 and December 31, 1996, the Company's effective weighted
  average  interest rate on its long-term  debt  outstanding  was 8.06% and 7.18%,
  respectively.
  
  During the nine months ended  September 30, 1997,  the Company (i) repaid $140.8
  million of its notes  payable  to  affiliates  (the  "Notes  Payable")  with the
  proceeds from drawdowns under  subsidiaries'  existing credit  facilities ($55.0
  million) and existing cash held by an affiliate ($85.8 million),  (ii) completed
  the exchange of affiliate  notes payable and notes  receivable,  and the accrued
  interest thereon, between the Company, Comcast and certain of their subsidiaries
  resulting in a reduction in the Company's Notes Payable of $307.5 million,  with
  a corresponding  reduction in the Company's notes receivable from affiliate (the
  "Notes  Receivable"),  and (iii) eliminated the remaining Notes Receivable,  and
  the accrued interest thereon  (aggregating  $546.3 million),  through a non-cash
  dividend to Comcast.
  
  In June 1997,  the Company  redeemed  all of its  outstanding  10%  Subordinated
  Debentures,  due 2003 (the "10% Debentures").  An aggregate  principal amount of
  $139.3 million of the 10% Debentures was redeemed at a redemption  price of 100%
  of the principal amount thereof,  together with accrued interest thereon.  As of
  the redemption date, the 10% Debentures had an accreted value of $127.7 million.
  The Company redeemed the 10% Debentures with the proceeds from the issuance of a
  $141.0 million note payable to a subsidiary of Comcast which bears interest at a
  rate of 8.50%, payable quarterly, and is due in 2002.
  
  In July 1997, the Company made an optional debt repayment of $435.0 million with
  the proceeds from the issuance of a $437.3  million note payable to a subsidiary
  of Comcast which bears interest at a rate of 7.25%,  payable  quarterly,  and is
  due in 2002.
  
  As of October 31, 1997, certain  subsidiaries of the Company had unused lines of
  credit of $670.0 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. The Company continually evaluates its
  debt structure with the intention of reducing its debt service requirements when
  desirable.
  
  The following table summarizes the terms of the Company's existing interest rate
  exchange  agreements  ("Swaps"),  interest  rate  cap  agreements  ("Caps")  and
  interest  rate  collar  agreements  ("Collars")  as of  September  30,  1997 and
  December 31, 1996 (dollars in millions):
  <TABLE>
  <CAPTION>
                                             Notional                             Average         Estimated
                                              Amount          Maturities       Interest Rate     Fair Value
  <S>                                          <C>          <C>                 <C>               <C> 
       As of September 30, 1997
       Variable to Fixed Swaps                 $100.0       1998-1999           5.67%             $0.2
       Caps                                     150.0         1998              6.67%
       Collar                                    50.0         1998          7.00% / 4.90%
  
       As of December 31, 1996
       Variable to Fixed Swaps                 $530.0       1997-1999           6.14%            ($1.2)
       Caps                                     250.0         1997              8.55%
       Collars                                  400.0       1997-1998       7.09% / 5.04%          0.2
  </TABLE>
  
                                         14
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  The  notional  amounts of interest  rate  agreements,  as presented in the above
  table,  are used to measure interest to be paid or received and do not represent
  the amount of exposure to credit loss. The estimated fair value approximates the
  proceeds  (costs) to settle the  outstanding  contracts.  While Swaps,  Caps and
  Collars  represent  an  integral  part  of  the  Company's  interest  rate  risk
  management  program,  their incremental  effect on interest expense for the nine
  and three months ended September 30, 1997 and 1996 was not significant.
  
  As  a  result  of  the  Scripps  Contribution,  the  Company  no  longer  has  a
  stockholder's deficiency.  However, the Company expects to continue to recognize
  significant  losses  for the  foreseeable  future,  resulting  in  decreases  in
  stockholder's   equity.  The  cable  communications   industry  is  experiencing
  increasing  competition and rapid  technological  changes.  The Company's future
  results of operations will be affected by its ability to react to changes in the
  competitive  environment  and by its  ability  to  implement  new  technologies.
  However,  the Company believes that competition,  technological  changes and its
  significant  losses  will  not  significantly   affect  its  ability  to  obtain
  financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments,  cash held by an affiliate  and lines of credit and other  external
  financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  decreased $4.6 million as of September 30, 1997 from
  December 31, 1996 and  increased  $16.1  million as of  September  30, 1996 from
  December 31, 1995. Changes in cash and cash equivalents resulted from cash flows
  from operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities amounted to $417.7 million and $283.8
  million for the nine months ended September 30, 1997 and 1996, respectively. The
  increase of $133.9 million was  principally due to the increase in the Company's
  operating income before depreciation and amortization,  including the effects of
  the  Scripps  Contribution,  and  changes in working  capital as a result of the
  timing of receipts and disbursements (see "Results of Operations").
  
  Net cash (used in)  provided by  financing  activities  was ($75.4)  million and
  $207.8  million  for  the  nine  months  ended  September  30,  1997  and  1996,
  respectively.  During the nine months  ended  September  30,  1997,  the Company
  borrowed  $1.806  billion,  including  the  issuance  of the Old Notes of $1.691
  billion and borrowings under existing lines of credit, and repaid $2.393 billion
  of its long-term debt,  including  $1.665 billion  relating to the  Refinancing,
  $139.3  million  relating to the redemption of the 10% Debentures and the $435.0
  million optional debt repayment made in July 1997.  During the nine months ended
  September  30,  1997,  proceeds  from notes  payable to  affiliates,  which were
  principally  used to redeem the 10%  Debentures  and to make the $435.0  million
  optional debt repayment,  together with accrued  interest  thereon,  were $598.3
  million.  In addition,  during the nine months  ended  September  30, 1997,  the
  Company  repaid notes payable to  affiliates of $100.8  million and entered into
  net transactions  with affiliates,  which primarily  resulted from the timing of
  disbursements,  of $29.7 million.  Deferred  financing costs incurred during the
  nine months  ended  September  30, 1997 were  related to the issuance of the Old
  Notes.  During the nine months ended  September 30, 1996,  the Company  borrowed
  $298.0  million under  existing lines of credit and repaid $134.5 million of its
  long-term  debt. In addition,  during the nine months ended  September 30, 1996,
  net transactions  with affiliates,  which primarily  resulted from the timing of
  disbursements, were $43.7 million.
  
  Net cash used in investing  activities was $346.9 million and $475.5 million for
  the nine months ended September 30, 1997 and 1996, respectively. During the nine
  months ended September 30, 1997, net cash used in investing  activities included
  capital expenditures of $367.1 million,  offset by a decrease in cash held by an
  affiliate  of  $16.6  million  and the  proceeds  from the  sales of  short-term
  investments of $21.4 million, including the sale of the Company's shares of Time
  Warner Stock of $21.2 million.  During the nine months ended September 30, 1996,
  net cash used in investing  activities  included capital  expenditures of $207.3
  million, an increase in notes receivable from affiliate of $220.0 million and an
  increase in cash held by an affiliate of $39.6 million.
  
  Results of Operations
  
  The effects of the Company's recent acquisitions, as well as increased levels of
  capital expenditures,  were to increase significantly the Company's revenues and
  expenses, resulting in substantial increases in its operating income before
  
                                         15
  <PAGE>
  
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  depreciation  and  amortization,   depreciation  and  amortization  expense  and
  interest expense.  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.
  
  Summarized  consolidated  financial information for the Company for the nine and
  three  months  ended  September  30,  1997 and 1996 is as  follows  (dollars  in
  millions, "NM" denotes percentage is not meaningful):
  <TABLE>
  <CAPTION>
                                                                     Nine Months Ended
                                                                       September 30,           Increase / (Decrease)
                                                                     1997         1996           $            %
  <S>                                                              <C>          <C>            <C>           <C>  
  Service income............................................       $1,537.0     $1,170.9       $366.1        31.3%
  Operating, selling, general and administrative expenses...        1,019.3        737.9        281.4        38.1
                                                                   --------     -------- 
  Operating income before depreciation and
     amortization (1).......................................          517.7        433.0         84.7        19.6
  Depreciation and amortization.............................          462.7        289.3        173.4        59.9
                                                                   --------     -------- 
  Operating income..........................................           55.0        143.7        (88.7)      (61.7)
                                                                   --------     -------- 
  Interest expense..........................................          174.2        168.1          6.1         3.6
  Interest expense on notes payable to affiliates...........           24.8         25.9         (1.1)       (4.2)
  Investment income, net....................................           (3.6)        (6.3)        (2.7)      (42.9)
  Other.....................................................           (0.1)         0.6         (0.7)        NM
  Income tax benefit........................................          (26.6)        (6.4)        20.2         NM
  Minority interest.........................................          (15.8)       (16.5)        (0.7)       (4.2)
  Extraordinary items.......................................          (17.6)                     17.6         NM
                                                                   --------     -------- 
  Net loss..................................................        ($115.5)      ($21.7)       $93.8         NM
                                                                   ========     ======== 
  
  
                                                                      Three Months Ended
                                                                         September 30,          Increase / (Decrease)
                                                                      1997         1996           $            %
  
  Service income............................................         $515.1       $392.6       $122.5        31.2%
  Operating, selling, general and administrative expenses...          335.0        248.1         86.9        35.0
                                                                   --------     -------- 
  Operating income before depreciation and
     amortization (1).......................................          180.1        144.5         35.6        24.6
  Depreciation and amortization.............................          155.9         96.7         59.2        61.2
                                                                   --------     -------- 
  Operating income..........................................           24.2         47.8        (23.6)      (49.4)
                                                                   --------     -------- 
  Interest expense..........................................           54.3         57.3         (3.0)       (5.2)
  Interest expense on notes payable to affiliates...........           12.4         10.4          2.0        19.2
  Investment income, net....................................           (1.6)        (3.5)        (1.9)      (54.3)
  Other.....................................................           (0.1)        (0.1)
  Income tax benefit........................................           (3.1)        (2.8)         0.3        10.7
  Minority interest.........................................           (5.6)        (6.1)        (0.5)       (8.2)
  Extraordinary items.......................................           (2.1)                      2.1         NM
                                                                   --------     -------- 
  Net loss..................................................         ($34.2)       ($7.4)       $26.8         NM
                                                                   ========     ======== 
  </TABLE>
  ------------
  (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  
  
                                         16
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
       Company's performance. See "Statement of Cash Flows" above for a discussion
       of net cash provided by operating activities.
  
  As a result of the Scripps Contribution, the Company commenced consolidating the
  financial  results of Scripps Cable  effective  November 1, 1996.  The following
  tables present actual financial  information for the nine and three months ended
  September 30, 1997 and pro forma  financial  information  for the nine and three
  months  ended  September  30,  1996 as if the Scripps  Contribution  occurred on
  January  1,  1996.  Pro forma  financial  information  is  presented  herein for
  purposes of analysis and may not reflect  what actual  operating  results  would
  have been had the Company  owned Scripps Cable since January 1, 1996 (dollars in
  millions):
  <TABLE>
  <CAPTION>
                                                         Nine Months Ended
                                                            September 30,                        Increase
                                                       1997              1996               $                 %
  <S>                                                 <C>              <C>                <C>                 <C> 
  Service income...................................   $1,537.0         $1,398.3           $138.7              9.9%
  Operating, selling, general and
       administrative expenses.....................    1,019.3            917.1            102.2             11.1
                                                      --------         --------           ------ 
  Operating income before depreciation
       and amortization (a)........................     $517.7           $481.2            $36.5              7.6%
                                                      ========         ========           ======      
  
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                       1997              1996               $                 %
  Service income...................................     $515.1           $469.2            $45.9              9.8%
  Operating, selling, general and
       administrative expenses.....................      335.0            307.9             27.1              8.8
                                                      --------         --------           ------ 
  Operating income before depreciation
       and amortization (a)........................     $180.1           $161.3            $18.8             11.7%
                                                      ========         ========           ======      
  </TABLE>
  ---------------
  (a) See footnote (1) on page 16.
  
  Of the  respective  $138.7  million  and $45.9  million pro forma  increases  in
  service  income for the nine and three month  periods  from 1996 to 1997,  $28.7
  million and $9.1 million are  attributable to subscriber  growth,  $94.2 million
  and $32.9 million  relate to changes in rates and $15.8 million and $3.9 million
  relate to other product offerings.
  
  Of the  respective  $102.2  million  and $27.1  million pro forma  increases  in
  operating,  selling,  general and administrative expenses for the nine and three
  month periods from 1996 to 1997, $24.4 million and $4.4 million are attributable
  to increases in the costs of cable programming as a result of subscriber growth,
  additional  channel  offerings  and  changes in rates,  $16.1  million  and $5.0
  million are  attributable to increases in costs associated with customer service
  and $61.7 million and $17.7 million  result from increases in the cost of labor,
  other volume related expenses and costs associated with new product offerings.
  
  Comcast,  on behalf of the Company,  entered into an affiliation  agreement with
  QVC, Inc. ("QVC"),  an electronic  retailer and a majority-owned  and controlled
  subsidiary  of Comcast,  to carry its  programming.  In return for  carrying QVC
  programming,  the Company  receives  incentive  payments  based on the number of
  subscribers  receiving  the QVC channel.  In addition,  the Company  receives an
  allocated  portion,  based upon market  share,  of a percentage  of net sales of
  merchandise sold to QVC customers located in the Company's service area. For the
  nine and three months ended  September 30, 1997 and 1996, the Company's  service
  income  includes  $7.2  million,  $5.7  million,  $3.2 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 $88.0
  million,  $66.9  million,  $29.0 million and $22.4  million  during the nine and
  three months ended September 30, 1997 and 1996,  respectively. 
  
                                         17
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  These  management  fees are  included  in selling,  general  and  administrative
  expenses in the Company's condensed consolidated statement of operations.
  
  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  directly from the supplier,  subject to  limitations  imposed by debt
  facilities  for certain  subsidiaries,  and did not benefit from the  purchasing
  power of the Company'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.  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 expenses
  (primarily salaries) under cost-reimbursement  arrangements.  Under all of these
  arrangements,  the Company  incurred  total expenses of $506.9  million,  $367.4
  million,  $163.6 million and $123.4 million,  including  $424.0 million,  $303.6
  million,  $137.6 million and $101.6 million of Programming  Charges,  during the
  nine and three  months  ended  September  30, 1997 and 1996,  respectively.  The
  Programming Charges include $33.6 million, $19.1 million, $13.8 million and $6.2
  million  during the nine and three  months  ended  September  30, 1997 and 1996,
  respectively, relating to programming purchased by the Company, through Comcast,
  from suppliers in which Comcast holds an equity interest. 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.
  
  The respective  $173.4 million and $59.2 million  increases in depreciation  and
  amortization  expense for the nine and three month periods from 1996 to 1997 are
  primarily  attributable  to the  effects  of the  Scripps  Contribution  and the
  effects of capital  expenditures.  Depreciation and amortization expense for the
  nine months ended  September 30, 1997 includes the effects of the final purchase
  price allocation relating to the Scripps Contribution.
  
  The  respective  $6.1 million  increase  and $3.0  million  decrease in interest
  expense for the nine and three month periods from 1996 to 1997 are  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 $20.2 million  increase in income tax benefit for the nine month period from
  1996 to 1997 is primarily  attributable  to the increase in the  Company's  loss
  before income tax benefit, minority interest and extraordinary items.
  
  In connection with the  Refinancing,  the redemption of the 10% Debentures,  and
  the optional repayment of certain indebtedness, the Company expensed unamortized
  debt acquisition costs and incurred debt  extinguishment  costs of $27.1 million
  and $3.2  million,  resulting  in  extraordinary  losses,  net of tax,  of $17.6
  million and $2.1 million  during the nine and three months ended  September  30,
  1997, respectively.
  
  For the nine and three months ended  September 30, 1997 and 1996,  the Company's
  earnings  before  extraordinary  items,  income tax  benefit  and fixed  charges
  (interest  expense and interest  expense on notes  payable to  affiliates)  were
  $74.5 million,  $165.9 million,  $31.5 million and $57.5 million,  respectively.
  Such earnings  were not adequate to cover the Company's  fixed charges of $199.0
  million,  $194.0 million, $66.7 million and $67.7 million for the nine and three
  months ended  September 30, 1997 and 1996,  respectively.  The  Company's  fixed
  charges include non-cash  interest expense of $2.5 million,  $6.7 million,  $0.2
  million and $2.5 million for the nine and three months ended  September 30, 1997
  and 1996, respectively.  The inadequacy of these earnings to cover fixed charges
  is  primarily  due to the  substantial  non-cash  charges for  depreciation  and
  amortization expense.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities   because  of  its  existing  cash,  cash   equivalents,   short-term
  investments  and cash held by an  affiliate,  its ability to generate  operating
  income before  depreciation  and amortization and its ability to obtain external
  financing.
  
                                         18
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  Regulatory Developments
  
  The Company has settled the majority of outstanding  proceedings challenging its
  rates  charged for  regulated  cable  services.  In December  1995,  the Federal
  Communications  Commission  ("FCC")  adopted  an order  approving  a  negotiated
  settlement of rate complaints  pending against the Company for cable programming
  service tiers ("CPSTs")  which provided $6.6 million in refunds,  plus interest,
  given in the form of bill credits  during 1996,  to 1.3 million of the Company's
  cable subscribers.  As part of the negotiated settlement,  the Company agreed to
  forego certain  inflation and external cost  adjustments  for systems covered by
  its  cost-of-service  filings  for  CPSTs.  The FCC  recently  approved a social
  contract  with the Company in which the Company  committed  to complete  certain
  system  upgrades  and  improvements  by March  1999 in  return  for which it was
  authorized to move a limited number of currently regulated  programming services
  in certain cable systems to a single  migrated  product tier on each system that
  may become an unregulated new product tier after December 1997. In addition, the
  Company  will also  provide  free cable  service  connections,  modems and modem
  service to certain public and private schools and to 250 public libraries in its
  franchise areas. 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.  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.
  
                                         19
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  
  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:
  
           27.1     Financial Data Schedule.
  
       (b) Reports on Form 8-K - none.
  
  
  
                                         20
  
  <PAGE>
  
  
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
                                      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: November 14, 1997
  
                                         21
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metadata_filer: {"company-data": {"conformed-name": "COMCAST CABLE COMMUNICATIONS INC", "cik": "0001040573", "assigned-sic": "4841", "irs-number": "232175755", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "333-30745", "film-number": "97721454"}, "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:
  
                                 SEPTEMBER 30, 1997
                                         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.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  -------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code: (215) 665-1700
                             --------------------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
               Yes  X *                        No ___
  
  *    The  Registrant  became  subject  to  the  reporting  requirements  of  the
       Securities Act of 1934 on September 22, 1997.
                             --------------------------
  
  As of September 30, 1997, there were 1,000 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions  H(1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
                                  TABLE OF CONTENTS
  
                                                                           Page
                                                                           Number
  
  PART I. FINANCIAL INFORMATION
  
          Item 1. Financial Statements
  
                  Condensed Consolidated Balance Sheet
                  as of September 30, 1997 and December 31,
                  1996 (Unaudited).............................................2
  
                  Condensed Consolidated Statement of
                  Operations for the Nine and Three Months
                  Ended September 30, 1997 and 1996 (Unaudited)................3
  
                  Condensed Consolidated Statement of Cash
                  Flows for the Nine Months Ended September 30,
                  1997 and 1996 (Unaudited)....................................4
  
                  Condensed Consolidated Statement of
                  Stockholder's Equity for the Nine Months Ended
                  September 30, 1997 (Unaudited)...............................5
  
                  Notes to Condensed Consolidated
                  Financial Statements (Unaudited)........................6 - 11
  
          Item 2. Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations.............................................12 - 19
  
  PART II. OTHER INFORMATION
  
          Item 1. Legal Proceedings...........................................20
  
          Item 6. Exhibits and Reports on Form 8-K............................20
  
          SIGNATURE...........................................................21
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  PART I. FINANCIAL INFORMATION
  
  ITEM 1. FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in millions, except share data)
                                                                                         September 30,    December 31,
                                                                                             1997             1996
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................            $33.8             $38.4
     Short-term investments.......................................................              0.6              21.5
     Cash held by an affiliate....................................................             36.9              53.5
     Accounts receivable, less allowance for doubtful
       accounts of $15.6 and $12.0................................................             65.6              70.4
     Inventories..................................................................             30.1              28.1
     Other current assets.........................................................             18.9              19.8
                                                                                           --------          --------
         Total current assets.....................................................            185.9             231.7
                                                                                           --------          --------
  INVESTMENTS.....................................................................              1.2               1.2
                                                                                           --------          --------
  PROPERTY AND EQUIPMENT..........................................................          2,592.6           2,401.6
     Accumulated depreciation.....................................................           (994.5)           (856.1)
                                                                                           --------          --------
     Property and equipment, net..................................................          1,598.1           1,545.5
                                                                                           --------          --------
  DEFERRED CHARGES................................................................          5,637.3           5,586.7
     Accumulated amortization.....................................................         (1,378.9)         (1,151.8)
                                                                                           --------          --------
     Deferred charges, net........................................................          4,258.4           4,434.9
                                                                                           --------          --------
                                                                                           $6,043.6          $6,213.3
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................           $233.8            $230.7
     Accrued interest.............................................................             67.9              25.5
     Current portion of long-term debt............................................             35.1             115.7
     Current portion of notes payable to affiliates...............................             20.0               2.6
     Due to affiliates............................................................            182.0             152.3
                                                                                           --------          --------
         Total current liabilities................................................            538.8             526.8
                                                                                           --------          --------
  LONG-TERM DEBT, less current portion............................................          2,574.8           3,068.3
                                                                                           --------          --------
  MINORITY INTEREST AND OTHER.....................................................            217.5             246.3
                                                                                           --------          --------
  NOTES PAYABLE TO AFFILIATES, less current portion...............................            578.3             404.5
                                                                                           --------          --------
  DUE TO AFFILIATE................................................................            372.8             291.8
                                                                                           --------          --------
  DEFERRED INCOME TAXES, due to affiliate.........................................          1,481.0           1,580.3
                                                                                           --------          --------
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares.............
     Additional capital...........................................................          3,066.2           3,050.6
     Accumulated deficit..........................................................         (2,785.8)         (2,124.0)
     Unrealized loss on marketable securities.....................................                               (1.4)
     Notes receivable from affiliate..............................................                             (829.9)
                                                                                           --------          --------
         Total stockholder's equity...............................................            280.4              95.3
                                                                                           --------          --------
                                                                                           $6,043.6          $6,213.3
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
                   CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                     (Unaudited)
  (Dollars in millions)
                                                                          Nine Months Ended        Three Months Ended
                                                                            September 30,             September 30,
                                                                         1997         1996         1997         1996
  SERVICE INCOME................................................       $1,537.0     $1,170.9        $515.1       $392.6
                                                                       --------     --------        ------       ------
  
  COSTS AND EXPENSES
     Operating..................................................          668.6        482.6         217.9        160.1
     Selling, general and administrative........................          350.7        255.3         117.1         88.0
     Depreciation and amortization..............................          462.7        289.3         155.9         96.7
                                                                       --------     --------        ------       ------
                                                                        1,482.0      1,027.2         490.9        344.8
                                                                       --------     --------        ------       ------
  
  OPERATING INCOME..............................................           55.0        143.7          24.2         47.8
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................          174.2        168.1          54.3         57.3
     Interest expense on notes payable to affiliates............           24.8         25.9          12.4         10.4
     Investment income, net.....................................           (3.6)        (6.3)         (1.6)        (3.5)
     Other......................................................           (0.1)         0.6          (0.1)        (0.1)
                                                                       --------     --------        ------       ------
                                                                          195.3        188.3          65.0         64.1
                                                                       --------     --------        ------       ------
  LOSS BEFORE INCOME TAX BENEFIT, MINORITY
     INTEREST AND EXTRAORDINARY ITEMS...........................         (140.3)       (44.6)        (40.8)       (16.3)
  
  INCOME TAX BENEFIT............................................          (26.6)        (6.4)         (3.1)        (2.8)
                                                                       --------     --------        ------       ------
  
  LOSS BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................         (113.7)       (38.2)        (37.7)       (13.5)
  
  MINORITY INTEREST.............................................          (15.8)       (16.5)         (5.6)        (6.1)
                                                                       --------     --------        ------       ------
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................          (97.9)       (21.7)        (32.1)        (7.4)
  
  EXTRAORDINARY ITEMS...........................................          (17.6)                      (2.1)
                                                                       --------     --------        ------       ------
  
  NET LOSS......................................................        ($115.5)      ($21.7)       ($34.2)       ($7.4)
                                                                       ========     ========        ======       ======
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                          Nine Months Ended September 30,
                                                                                              1997             1996
  OPERATING ACTIVITIES
  Net loss.....................................................................          ($115.5)           ($21.7)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
       Depreciation and amortization..............................................            462.7             289.3
       Non-cash interest expense..................................................              1.3               1.5
       Non-cash interest expense on notes payable to affiliates...................              1.2               5.2
       Deferred expenses charged by an affiliate..................................             81.0              48.7
       Loss on sale of investment.................................................              1.6
       Extraordinary items........................................................             17.6
       Minority interest..........................................................            (15.8)            (16.5)
       Deferred income tax benefit, due to affiliate..............................            (57.8)            (23.6)
                                                                                           --------            ------ 
                                                                                              376.3             282.9
  
       Decrease in accounts receivable............................................              4.8               4.9
       (Increase) decrease in inventories.........................................             (2.0)              0.1
       Decrease (increase) in other current assets................................              0.9              (5.7)
       Increase (decrease) in accounts payable and accrued expenses...............              7.1             (12.4)
       Increase in accrued interest...............................................             42.4              14.9
       Decrease in other non-current liabilities..................................            (11.8)             (0.9)
                                                                                           --------            ------ 
             Net cash provided by operating activities............................            417.7             283.8
                                                                                           --------            ------ 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................          1,805.8             298.0
     Repayments of long-term debt.................................................         (2,392.8)           (134.5)
     Proceeds from notes payable to affiliates....................................            638.3               2.7
     Repayment of notes payable to affiliates.....................................           (140.8)             (0.9)
     Capital contributions........................................................                                0.3
     Net transactions with affiliates.............................................             29.7              43.7
     Deferred financing costs and other...........................................            (15.6)             (1.5)
                                                                                           --------            ------ 
             Net cash (used in) provided by financing activities..................            (75.4)            207.8
                                                                                           --------            ------ 
  
  INVESTING ACTIVITIES
     Acquisitions.................................................................             (7.1)             (2.8)
     Sale of short-term investments...............................................             21.4
     Capital expenditures.........................................................           (367.1)           (207.3)
     Decrease (increase) in cash held by an affiliate.............................             16.6             (39.6)
     Increase in notes receivable from affiliate..................................                             (220.0)
     Additions to deferred charges and other......................................            (10.7)             (5.8)
                                                                                           --------            ------ 
             Net cash used in investing activities................................           (346.9)           (475.5)
                                                                                           --------            ------ 
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS................................             (4.6)             16.1
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................             38.4              11.6
                                                                                           --------            ------ 
  
  CASH AND CASH EQUIVALENTS, end of period........................................            $33.8             $27.7
                                                                                           ========            ======
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
              CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                                     (Unaudited)
  (Dollars in millions)
                                                                                           Unrealized    Notes
                                                                                             Loss on  Receivable
                                                                    Additional Accumulated Marketable    from
                                                                      Capital   Deficit     Securities  Affiliate    Total
  BALANCE, JANUARY 1, 1997......................................     $3,050.6  ($2,124.0)     ($1.4)   ($829.9)     $95.3
     Net loss...................................................                  (115.5)                          (115.5)
     Change in unrealized loss on marketable
       securities, net of deferred taxes of $0.7................                                1.4                   1.4
     Interest income on notes receivable from affiliate.........         23.9                            (23.9)
     Income taxes on interest income on notes
       receivable from affiliate................................         (8.3)                                       (8.3)
     Exchange of outstanding notes payable to
       and notes receivable from affiliates.....................                                         307.5      307.5
     Elimination of outstanding notes receivable
       from affiliate through a non-cash dividend
       to parent................................................                  (546.3)                546.3
                                                                     --------  ---------      -----    -------      -----
  
  BALANCE, SEPTEMBER 30, 1997...................................     $3,066.2  ($2,785.8      $        $           $280.4
                                                                     ========  =========      =====    =======      =====
  See notes to condensed consolidated financial statements.
  
                                          5
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1996 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet  as  of  September  30,  1997,  the
       condensed  consolidated  statement  of  operations  for the nine and  three
       months  ended  September  30,  1997 and 1996,  the  condensed  consolidated
       statement  of cash flows for the nine months ended  September  30, 1997 and
       1996 and the condensed  consolidated  statement of stockholder's equity for
       the nine months  ended  September  30,  1997 have been  prepared by Comcast
       Cable Communications, Inc. (the "Company") and have not been audited by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments) necessary to
       present fairly the financial position, results of operations and cash flows
       as of September 30, 1997 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
       Company's  December  31,  1996  audited  financial  statements  which  were
       included in the Company's  Registration Statement on Form S-4, effective as
       of  September  22,  1997,  as  filed  with  the   Securities  and  Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1997 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
       include  the  accounts  of the  Contributed  Subsidiaries  for all  periods
       presented.
  
       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
       for all periods presented.
  
  2.   ACQUISITIONS
  
       Cable TV Fund 14 A/B Venture
       In  October  1997,  the  Company  and  Jones   Intercable,   Inc.   ("Jones
       Intercable")  entered  into an agreement  whereby the  Company,  through an
       indirect  majority  owned  subsidiary,  will  acquire  Cable TV Fund 14 A/B
       Venture, a cable television system serving approximately 65,000 subscribers
       in and around Broward County,  Florida for $140 million in cash, subject to
       certain  adjustments.  The  acquisition  is  expected to be funded with the
       proceeds from borrowings under one of the Company's  subsidiary's  existing
       credit  facilities.  The  acquisition is subject to a number of conditions,
       including the receipt of necessary regulatory approvals and the approval of
       the limited  partners of Cable TV Fund 14 A/B Venture.  The  acquisition is
       expected to close in the first quarter of 1998.
  
       Scripps Cable
       In  November  1996,  Comcast  acquired  the  cable  television   operations
       ("Scripps Cable") of The E.W. Scripps Company ("E.W.  Scripps") in exchange
       for 93.048 million shares of Comcast's  Class A Special Common Stock valued
       at $1.552 billion (the "Scripps  Acquisition").  Comcast  accounted for the
       Scripps  Acquisition  under the  purchase  method.  Following  the  Scripps
       Acquisition, Comcast contributed Scripps Cable to the Company (the "Scripps
       Contribution")   at  Comcast's   historical  cost  and  Scripps  Cable  was
       consolidated with the Company effective November 1, 1996. During the second
       quarter of 1997, the Company  recorded the final purchase price  allocation
       relating to the Scripps Contribution.  The terms of the Scripps Acquisition
       provide for, among other things, the indemnification of the Company by E.W.
       Scripps for certain  liabilities,  including tax  liabilities,  relating to
       Scripps Cable prior to the acquisition date.
  
                                          6
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Unaudited Pro Forma Information
       The  following  unaudited pro forma  information  for the nine months ended
       September 30, 1996 has been  presented as if the Scripps  Contribution  had
       occurred on January 1, 1996. This unaudited pro forma  information is based
       on historical results of operations  adjusted for acquisition costs and, in
       the  opinion  of  management,  is not  necessarily  indicative  of what the
       results  would  have been had the  Company  operated  Scripps  Cable  since
       January 1, 1996 (dollars in millions).
  Nine Months Ended
                                                                                 September 30, 1996
  Service income...............................................       $1,398.3
                Net loss.....................................................          (92.6)
  3.   INVESTMENTS
  
       The Company  received  552,014 shares of Time Warner,  Inc. ("Time Warner")
       Common Stock (the "Time Warner Stock") in exchange (the "Exchange") for all
       of the shares of the Turner  Broadcasting  System,  Inc. ("TBS") Stock (the
       "TBS  Stock")  held by the Company as a result of the merger of Time Warner
       and  TBS in  October  1996.  As a  result  of  the  Exchange,  the  Company
       recognized a pre-tax gain of $19.8  million in the fourth  quarter of 1996,
       representing the difference between the Company's  historical cost basis in
       the TBS Stock and the new basis for the Company's investment in Time Warner
       Stock of $22.8  million,  which was based on the closing  price of the Time
       Warner  Stock on the merger date of $41.375 per share.  As of December  31,
       1996,  the shares of Time Warner Stock held by the Company were recorded at
       their  fair  value  of  $20.7  million  and  were  included  in  short-term
       investments in the Company's  condensed  consolidated  balance  sheet.  The
       unrealized  loss on this  investment  of $2.1  million was  reported in the
       Company's  December  31, 1996  condensed  consolidated  balance  sheet as a
       decrease in  stockholder's  equity,  net of deferred  income tax benefit of
       $0.7 million. In January 1997, the Company sold its entire interest in Time
       Warner  for $21.2  million.  In  connection  with this  sale,  the  Company
       recognized  a  pre-tax  loss of $1.6  million,  which  is  included  in net
       investment  income in the  Company's  condensed  consolidated  statement of
       operations for the nine months ended September 30, 1997.
  
  4.   LONG-TERM DEBT
  
       Debt Offering
       In May 1997,  the  Company  completed  the sale of $1.7  billion  principal
       amount  of  notes  (the  "Old  Notes")  through  a  private  offering  with
       registration  rights.  The Old Notes were issued in four  tranches:  $300.0
       million  principal  amount of 8 1/8%  Notes  due 2004 (the "Old  Seven-Year
       Notes"), $600.0 million principal amount of 8 3/8% Notes due 2007 (the "Old
       Ten-Year Notes"),  $550.0 million principal amount of 8 7/8% Notes due 2017
       (the "Old Twenty-Year Notes") and $250.0 million principal amount of 8 1/2%
       Notes  due  2027  (the  "Old   Thirty-Year   Notes").   The  Company   used
       substantially all of the net proceeds from the offering of the Old Notes to
       repay certain of its subsidiaries'  notes payable to banks with the balance
       used for subsidiary general purposes. Collectively, the offering of the Old
       Notes and the  repayment of the  aforementioned  notes payable with the net
       proceeds  from the  offering of the Old Notes are referred to herein as the
       "Refinancing."
  
       Interest on the Old Notes is payable  semiannually  on May 1 and November 1
       of each year,  commencing  November 1, 1997. The Old Seven-Year  Notes, the
       Old Ten-Year Notes and the Old Twenty-Year  Notes are redeemable,  in whole
       or in  part,  at the  option  of  the  Company  at any  time  and  the  Old
       Thirty-Year Notes are redeemable, in whole or in part, at the option of the
       Company at any time after May 1, 2009,  in each case at a redemption  price
       equal to the greater of (i) 100% of their  principal  amount,  plus accrued
       interest thereon to the date of redemption,  or (ii) the sum of the present
       values of the  remaining  scheduled  payments  of  principal  and  interest
       thereon  discounted  to  the  date  of  redemption  on a  semiannual  basis
       (assuming  a 360-day  year  consisting  of  twelve  30-day  months)  at the
       Adjusted Treasury Rate (as defined), plus accrued interest on the Old Notes
       to the date of  redemption.  Each holder of the Old  Thirty-Year  Notes may
       require the Company to repurchase  all or a portion of the Old  Thirty-Year
       Notes owned by such holder on May 1, 2009 at a purchase price equal to 100%
       of the principal amount thereof.
  
                                          7
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The Old Notes are unsecured and  unsubordinated  obligations of the Company
       and  rank  pari  passu  with  all  other   unsecured   and   unsubordinated
       indebtedness  and  other  obligations  of the  Company.  The Old  Notes are
       effectively  subordinated to all liabilities of the Company's subsidiaries,
       including trade payables. The Old Notes are obligations only of the Company
       and are not  guaranteed by and do not otherwise  constitute  obligations of
       Comcast.
  
       The Indenture for the Old Notes, among other things,  contains restrictions
       (with certain  exceptions) on the ability of the Company and its Restricted
       Subsidiaries  (as  defined)  to:  (i)  make  dividend   payments  or  other
       restricted  payments;  (ii) create  liens or enter into sale and  leaseback
       transactions; and (iii) enter into mergers, consolidations, or sales of all
       or substantially all of their assets.
  
       In October 1997, the Company completed an exchange of 100% of the Old Notes
       for new notes (the "Notes") (having the terms described  above)  registered
       under the Securities Act of 1933, as amended.
  
       The Refinancing had a significant impact on the maturities of the Company's
       long-term  debt.  Maturities of long-term  outstanding  as of September 30,
       1997 and  December  31,  1996  through  2001  are as  follows  (dollars  in
       millions):
  As of                   As of
                                                                   September 30, 1997       December 31, 1996
  1997.................................................       $    2.3 (1)              $115.7 (2)
           1998.................................................           32.8                   146.7
           1999.................................................          109.6                   366.2
           2000.................................................          124.1                   491.1
           2001.................................................          239.6                   944.2
  ---------------
  (1)  Represents  maturities of long-term debt for the remaining  three months of
       1997.
  (2)  Includes  $80.0  million  relating to optional  debt  repayments  made from
       January 1, 1997 through April 4, 1997.
  
       As of September  30, 1997 and December 31, 1996,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 8.06%
       and 7.18%, respectively.
  
       Debt Repayments
       In June 1997, the Company  redeemed all of its outstanding 10% Subordinated
       Debentures, due 2003 (the "10% Debentures").  An aggregate principal amount
       of $139.3 million of the 10% Debentures was redeemed at a redemption  price
       of 100% of the principal  amount  thereof,  together with accrued  interest
       thereon.  As of the  redemption  date,  the 10%  Debentures had an accreted
       value of $127.7 million.  The Company  redeemed the 10% Debentures with the
       proceeds from the issuance of a $141.0 million note payable to a subsidiary
       of Comcast which bears interest at a rate of 8.50%, payable quarterly,  and
       is due in 2002.
  
       In July 1997, the Company made an optional debt repayment of $435.0 million
       with the proceeds  from the issuance of a $437.3  million note payable to a
       subsidiary  of Comcast  which bears  interest  at a rate of 7.25%,  payable
       quarterly, and is due in 2002.
  
       Extraordinary Items
       In connection  with the  Refinancing,  the redemption of the 10% Debentures
       and the optional  repayment of certain  indebtedness,  the Company expensed
       unamortized debt acquisition costs and incurred debt  extinguishment  costs
       of $27.1 million and $3.2 million,  resulting in extraordinary  losses, net
       of tax, of $17.6 million and $2.1 million  during the nine and three months
       ended September 30, 1997, respectively.
  
       Lines of Credit
       As of October  31,  1997,  certain  subsidiaries  of the Company had unused
       lines of credit of $670.0 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. The
       Company  continually  evaluates  its debt  structure  with the intention of
       reducing its debt service requirements when desirable.
  
                                          8
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Debt Assumption
       During the nine months ended September 30, 1996, a wholly owned  subsidiary
       of Comcast  assumed a $27.0 million note payable to a bank and $0.6 million
       of accrued interest thereon.  In return,  the Company became liable under a
       $27.6 million note payable to the subsidiary of Comcast.
  
       Interest Rate Risk Management
       The following table summarizes the terms of the Company's existing interest
       rate exchange agreements  ("Swaps"),  interest rate cap agreements ("Caps")
       and interest rate collar  agreements  ("Collars")  as of September 30, 1997
       and December 31, 1996 (dollars in millions):
  Notional                             Average         Estimated
                                             Amount          Maturities       Interest Rate     Fair Value
  As of September 30, 1997
       Variable to Fixed Swaps                 $100.0       1998-1999           5.67%             $0.2
       Caps                                     150.0         1998              6.67%
       Collar                                    50.0         1998          7.00% / 4.90%
  
       As of December 31, 1996
       Variable to Fixed Swaps                 $530.0       1997-1999           6.14%            ($1.2)
       Caps                                     250.0         1997              8.55%
       Collars                                  400.0       1997-1998       7.09% / 5.04%          0.2
  The notional amounts of interest rate agreements, as presented in the above
       table,  are used to  measure  interest  to be paid or  received  and do not
       represent the amount of exposure to credit loss.  The estimated  fair value
       approximates  the  proceeds  (costs) to settle the  outstanding  contracts.
       While Swaps,  Caps and Collars  represent an integral part of the Company's
       interest rate risk management program, their incremental effect on interest
       expense for the nine and three months ended September 30, 1997 and 1996 was
       not significant.
  
  5.   NOTES PAYABLE TO AND NOTES RECEIVABLE FROM AFFILIATES
  
       During the nine months ended  September  30,  1997,  the Company (i) repaid
       $140.8  million of its notes  payable to affiliates  (the "Notes  Payable")
       with the  proceeds  from  drawdowns  under  subsidiaries'  existing  credit
       facilities  ($55.0  million) and existing cash held by an affiliate  ($85.8
       million),  (ii) completed the exchange of affiliate notes payable and notes
       receivable,  and the accrued interest thereon, between the Company, Comcast
       and certain of their subsidiaries resulting in a reduction in the Company's
       Notes  Payable of $307.5  million,  with a  corresponding  reduction in the
       Company's  notes  receivable from affiliate (the "Notes  Receivable"),  and
       (iii) eliminated the remaining Notes  Receivable,  and the accrued interest
       thereon  (aggregating  $546.3  million),  through a  non-cash  dividend  to
       Comcast.
  
       As of  September  30, 1997 and December 31,  1996,  Notes  Payable  include
       $598.3  million and $383.4  million  principal  amount of Notes  Payable to
       Comcast  and  certain of its  wholly  owned  subsidiaries.  During the nine
       months ended  September 30, 1997, the Company  borrowed $638.3 million from
       Comcast and certain of its wholly owned subsidiaries, the proceeds of which
       were used primarily to redeem the 10% Debentures and make the optional debt
       repayment  described in Note 4. During the nine months ended  September 30,
       1996,  the  Company  borrowed  $30.3  million  from  certain  wholly  owned
       subsidiaries of Comcast.  Such borrowings  include $27.6 million associated
       with the debt assumption described in Note 4.
  
  6.   RELATED PARTY TRANSACTIONS
  
       Comcast,  on behalf of the Company,  entered into 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 
  
                                          9
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       of net sales of merchandise sold to QVC customers  located in the Company's
       service  area.  For the nine and three months ended  September 30, 1997 and
       1996,  the Company's  service income  includes $7.2 million,  $5.7 million,
       $3.2 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 $88.0 million,  $66.9 million,
       $29.0  million and $22.4  million  during the nine and three  months  ended
       September  30,  1997 and  1996,  respectively.  These  management  fees are
       included in selling,  general and administrative  expenses in the Company's
       condensed  consolidated  statement  of  operations.  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,  L.L.C.  (the "LLC"), a majority owned subsidiary of
       the  Company.  Management  fees  deferred  during the nine and three months
       ended  September 30, 1997 and 1996, were $3.5 million,  $3.2 million,  $1.1
       million  and $1.1  million,  respectively.  Deferred  management  fees were
       $135.7 million and $132.2 million as of September 30, 1997 and December 31,
       1996, 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 directly from the supplier,  subject to limitations
       imposed by debt  facilities for certain  subsidiaries,  and did not benefit
       from the purchasing power of the Company'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.  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 $506.9 million,  $367.4 million,  $163.6
       million and $123.4  million,  including  $424.0  million,  $303.6  million,
       $137.6 million and $101.6 million of Programming  Charges,  during the nine
       and three  months  ended  September  30, 1997 and 1996,  respectively.  The
       Programming Charges include $33.6 million, $19.1 million, $13.8 million and
       $6.2 million during the nine and three months ended  September 30, 1997 and
       1996,  respectively,  relating to  programming  purchased  by the  Company,
       through Comcast, from suppliers in which Comcast holds an equity interest.
  
       Comcast has agreed to permit certain of the Company's subsidiaries to defer
       payment of a portion of the Programming  Charges with the deferred  portion
       being treated as a subordinated  long-term liability due to affiliate which
       will not be payable  until the  subsidiaries'  existing  long-term  debt is
       retired.  In addition,  payment of certain of the  Programming  Charges has
       been  deferred  until  CalPERS  no  longer  has an  interest  in  the  LLC.
       Programming  Charges  deferred  during  the nine  and  three  months  ended
       September  30,  1997 and 1996 were  $77.5  million,  $45.5  million,  $25.3
       million and $15.3 million, respectively.  Deferred Programming Charges were
       $237.1 million and $159.6 million as of September 30, 1997 and December 31,
       1996, 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 
  
                                         10
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       Company. Under this arrangement,  the Company's cash receipts are deposited
       with and held by CFAC, as custodian and agent,  which invests and disburses
       such funds at the  direction of the Company.  As of September  30, 1997 and
       December 31, 1996,  $36.9 million and $53.5 million,  respectively,  of the
       Company's cash was held by CFAC. These amounts have been classified as cash
       held by an affiliate in the Company's condensed consolidated balance sheet.
       During the nine and three months  ended  September  30, 1997 and 1996,  the
       Company recognized  investment income of $2.8 million,  $3.1 million,  $0.9
       million and $1.1 million, respectively, on cash held by CFAC.
  
  7.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its long-term debt of $130.5
       million,  $153.2  million,  $17.8 million and $46.5 million during the nine
       and three  months  ended  September  30, 1997 and 1996,  respectively.  The
       Company  made cash  payments  for  interest  on the Notes  Payable of $23.6
       million,  $20.7 million, $12.4 million and $8.4 million during the nine and
       three months ended September 30, 1997 and 1996, respectively.
  
       The Company made cash payments to the respective  state taxing  authorities
       for state income taxes of $6.1 million, $6.7 million, $1.7 million and $1.4
       million during the nine and three months ended September 30, 1997 and 1996,
       respectively.
  
  8.   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 Company has settled the majority of outstanding proceedings challenging
       its rates charged for  regulated  cable  services.  In December  1995,  the
       Federal  Communications  Commission  ("FCC")  adopted an order  approving a
       negotiated  settlement of rate  complaints  pending against the Company for
       cable  programming  service tiers  ("CPSTs") which provided $6.6 million in
       refunds,  plus interest,  given in the form of bill credits during 1996, to
       1.3 million of the Company's cable  subscribers.  As part of the negotiated
       settlement,  the Company  agreed to forego  certain  inflation and external
       cost  adjustments  for systems covered by its  cost-of-service  filings for
       CPSTs.  The FCC  recently  approved a social  contract  with the Company in
       which the  Company  committed  to  complete  certain  system  upgrades  and
       improvements  by March 1999 in return for which it was authorized to move a
       limited number of currently regulated programming services in certain cable
       systems to a single migrated product tier on each system that may become an
       unregulated new product tier after December 1997. In addition,  the Company
       will also provide free cable service connections,  modems and modem service
       to certain  public and private  schools and to 250 public  libraries in its
       franchise  areas.  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.  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.
  
                                         11
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
  
  Overview
  
  Comcast Cable  Communications,  Inc. and subsidiaries (the "Company"),  a wholly
  owned subsidiary of Comcast Corporation ("Comcast"),  is a holding company which
  conducts all of its operations through subsidiaries. The Company has experienced
  significant  growth in recent years  through  both  strategic  acquisitions  and
  growth in its existing business. The Company has historically met its cash needs
  for operations  through its cash flows from operating and financing  activities.
  Cash  requirements for acquisitions and capital  expenditures have been provided
  through the Company's financing  activities,  as well as its existing cash, cash
  equivalents, short-term investments and cash held by an affiliate.
  
  General Developments of Business
  
  Cable TV Fund 14 A/B Venture
  In October 1997, the Company and Jones  Intercable,  Inc.  ("Jones  Intercable")
  entered into an  agreement  whereby the  Company,  through an indirect  majority
  owned subsidiary,  will acquire Cable TV Fund 14 A/B Venture, a cable television
  system serving  approximately  65,000  subscribers in and around Broward County,
  Florida  for  $140  million  in  cash,  subject  to  certain  adjustments.   The
  acquisition is expected to be funded with the proceeds from borrowings under one
  of the Company's  subsidiary's  existing credit  facilities.  The acquisition is
  subject to a number of conditions, including the receipt of necessary regulatory
  approvals  and the  approval  of the  limited  partners  of Cable TV Fund 14 A/B
  Venture. The acquisition is expected to close in the first quarter of 1998.
  
  Debt Offering
  In May 1997, the Company  completed the sale of $1.7 billion principal amount of
  notes (the "Old Notes") through a private offering with registration rights. The
  Old  Notes  were issued in four  tranches:  $300.0 million  principal  amount of
  8 1/8% Notes due 2004 (the "Old  Seven-Year  Notes"), $600.0  million  principal
  amount  of 8 3/8%  Notes due 2007 (the "Old  Ten-Year  Notes"),  $550.0  million
  principal  amount of 8 7/8%  Notes due 2017 (the "Old  Twenty-Year  Notes")  and
  $250.0 million  principal  amount of 8 1/2% Notes due 2027 (the "Old Thirty-Year
  Notes").  The  Company  used  substantially  all of the net  proceeds  from  the
  offering of the Old Notes to repay certain of its subsidiaries' notes payable to
  banks with the balance used for subsidiary general purposes.  Collectively,  the
  offering of the Old Notes and the repayment of the aforementioned  notes payable
  with the net proceeds  from the offering of the Old Notes are referred to herein
  as the "Refinancing."
  
  Interest  on the Old Notes is payable  semiannually  on May 1 and  November 1 of
  each year,  commencing  November  1, 1997.  The Old  Seven-Year  Notes,  the Old
  Ten-Year  Notes and the Old  Twenty-Year  Notes are  redeemable,  in whole or in
  part, at the option of the Company at any time and the Old Thirty-Year Notes are
  redeemable,  in whole or in part, at the option of the Company at any time after
  May 1, 2009, in each case at a redemption price equal to the greater of (i) 100%
  of  their  principal  amount,  plus  accrued  interest  thereon  to the  date of
  redemption,  or (ii) the sum of the present  values of the  remaining  scheduled
  payments of principal and interest thereon  discounted to the date of redemption
  on a semiannual  basis  (assuming a 360-day  year  consisting  of twelve  30-day
  months) at the Adjusted Treasury Rate (as defined), plus accrued interest on the
  Old Notes to the date of redemption.  Each holder of the Old  Thirty-Year  Notes
  may require the Company to  repurchase  all or a portion of the Old  Thirty-Year
  Notes owned by such  holder on May 1, 2009 at a purchase  price equal to 100% of
  the principal amount thereof.
  
  The Old Notes are unsecured and  unsubordinated  obligations  of the Company and
  rank pari passu with all other  unsecured and  unsubordinated  indebtedness  and
  other obligations of the Company. The Old Notes are effectively  subordinated to
  all liabilities of the Company's subsidiaries, including trade payables. The Old
  Notes are  obligations  only of the Company and are not guaranteed by and do not
  otherwise constitute obligations of Comcast.
  
  The Indenture for the Old Notes, among other things, contains restrictions (with
  certain   exceptions)   on  the  ability  of  the  Company  and  its  Restricted
  Subsidiaries  (as defined) to: (i) make  dividend  payments or other  restricted
  payments; (ii) create liens or enter into sale and leaseback  transactions;  and
  (iii) enter into mergers,  consolidations,  or sales of all or substantially all
  of their assets.
  
                                         12
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  In October 1997, the Company  completed an exchange of 100% of the Old Notes for
  new notes (the "Notes") (having the terms described above)  registered under the
  Securities Act of 1933, as amended.
  
  Scripps Cable
  In November 1996,  Comcast  acquired the cable television  operations  ("Scripps
  Cable") of The E.W.  Scripps  Company  ("E.W.  Scripps")  in exchange for 93.048
  million  shares of  Comcast's  Class A  Special  Common  Stock  valued at $1.552
  billion  (the  "Scripps   Acquisition").   Comcast  accounted  for  the  Scripps
  Acquisition  under the  purchase  method.  Following  the  Scripps  Acquisition,
  Comcast contributed Scripps Cable to the Company (the "Scripps Contribution") at
  Comcast's  historical cost. The Scripps Contribution was recorded as an increase
  in  additional  capital  and  Scripps  Cable was  consolidated  with the Company
  effective  November  1, 1996.  During the second  quarter of 1997,  the  Company
  recorded  the  final   purchase  price   allocation   relating  to  the  Scripps
  Contribution.  The terms of the Scripps  Acquisition  provide  for,  among other
  things,  the  indemnification  of  the  Company  by  E.W.  Scripps  for  certain
  liabilities,  including tax liabilities,  relating to Scripps Cable prior to the
  acquisition date.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents, Short-term Investments and Cash Held by an Affiliate
  Cash, cash equivalents,  short-term investments and cash held by an affiliate as
  of September 30, 1997 were $71.3 million. As of September 30, 1997, the majority
  of the Company's cash, cash equivalents, short-term investments and cash held by
  an  affiliate  was  restricted  to use by  subsidiaries  of  the  Company  under
  contractual arrangements, including subsidiary credit agreements.
  
  The Company's cash  equivalents and short-term  investments are recorded at cost
  which  approximates  their fair  value.  As of  December  31,  1996,  short-term
  investments of $21.5 million  included the Company's  investment in Time Warner,
  Inc. ("Time Warner") common stock (the "Time Warner Stock") recorded at its fair
  value of $20.7  million  (see  "Investments").  As of September  30,  1997,  the
  Company's short-term investments of $0.6 million had a weighted average maturity
  of approximately 13 months. However, due to the high degree of liquidity and the
  intent of management to use these investments as needed to fund its commitments,
  the Company considers these as current assets.
  
  The Company  has  entered  into a custodial  account  arrangement  with  Comcast
  Financial  Agency  Corporation  ("CFAC"),  a wholly owned subsidiary of Comcast,
  under which CFAC provides cash  management  services to the Company.  Under this
  arrangement, the Company's cash receipts are deposited with and held by CFAC, as
  custodian and agent,  which invests and disburses such funds at the direction of
  the Company.  As of September 30, 1997 and December 31, 1996,  $36.9 million and
  $53.5  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.
  
  Investments
  Time  Warner/TBS.  The Company  received  552,014 shares of Time Warner Stock in
  exchange (the "Exchange") for all of the shares of Turner  Broadcasting  System,
  Inc.  ("TBS")  stock (the "TBS Stock")  held by the Company,  as a result of the
  merger of Time Warner and TBS in October 1996. As a result of the Exchange,  the
  Company  recognized  a pre-tax  gain of $19.8  million in the fourth  quarter of
  1996, representing the difference between the Company's historical cost basis in
  the TBS  Stock and the new basis for the  Company's  investment  in Time  Warner
  Stock of $22.8 million,  which was based on the closing price of the Time Warner
  Stock on the merger date of $41.375 per share. In January 1997, the Company sold
  its entire  interest in Time Warner for $21.2 million.  In connection  with this
  sale, the Company  recognized a pre-tax loss of $1.6 million,  which is included
  in net investment income in the Company's  condensed  consolidated  statement of
  operations for the nine months ended September 30, 1997.
  
  Financing
  Other than the Scripps  Acquisition,  the Company  has  historically  utilized a
  strategy of financing its  acquisitions and other investing  activities  through
  senior debt at the operating subsidiary level.
  
                                         13
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  The  Refinancing  had a  significant  impact on the  maturities of the Company's
  long-term  debt.  Maturities of long-term  debt  outstanding as of September 30,
  1997 and December 31, 1996 through 2001 are as follows (dollars in millions):
  As of                   As of
                                                                   September 30, 1997       December 31, 1996
  1997.................................................      $    2.3 (1)               $115.7 (2)
           1998.................................................           32.8                   146.7
           1999.................................................          109.6                   366.2
           2000.................................................          124.1                   491.1
           2001.................................................          239.6                   944.2
  -----------
  (1)  Represents  maturities of long-term debt for the remaining  three months of
       1997.
  (2)  Includes  $80.0  million  relating to optional  debt  repayments  made from
       January 1, 1997 through April 4, 1997.
  
  As of September 30, 1997 and December 31, 1996, the Company's effective weighted
  average  interest rate on its long-term  debt  outstanding  was 8.06% and 7.18%,
  respectively.
  
  During the nine months ended  September 30, 1997,  the Company (i) repaid $140.8
  million of its notes  payable  to  affiliates  (the  "Notes  Payable")  with the
  proceeds from drawdowns under  subsidiaries'  existing credit  facilities ($55.0
  million) and existing cash held by an affiliate ($85.8 million),  (ii) completed
  the exchange of affiliate  notes payable and notes  receivable,  and the accrued
  interest thereon, between the Company, Comcast and certain of their subsidiaries
  resulting in a reduction in the Company's Notes Payable of $307.5 million,  with
  a corresponding  reduction in the Company's notes receivable from affiliate (the
  "Notes  Receivable"),  and (iii) eliminated the remaining Notes Receivable,  and
  the accrued interest thereon  (aggregating  $546.3 million),  through a non-cash
  dividend to Comcast.
  
  In June 1997,  the Company  redeemed  all of its  outstanding  10%  Subordinated
  Debentures,  due 2003 (the "10% Debentures").  An aggregate  principal amount of
  $139.3 million of the 10% Debentures was redeemed at a redemption  price of 100%
  of the principal amount thereof,  together with accrued interest thereon.  As of
  the redemption date, the 10% Debentures had an accreted value of $127.7 million.
  The Company redeemed the 10% Debentures with the proceeds from the issuance of a
  $141.0 million note payable to a subsidiary of Comcast which bears interest at a
  rate of 8.50%, payable quarterly, and is due in 2002.
  
  In July 1997, the Company made an optional debt repayment of $435.0 million with
  the proceeds from the issuance of a $437.3  million note payable to a subsidiary
  of Comcast which bears interest at a rate of 7.25%,  payable  quarterly,  and is
  due in 2002.
  
  As of October 31, 1997, certain  subsidiaries of the Company had unused lines of
  credit of $670.0 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. The Company continually evaluates its
  debt structure with the intention of reducing its debt service requirements when
  desirable.
  
  The following table summarizes the terms of the Company's existing interest rate
  exchange  agreements  ("Swaps"),  interest  rate  cap  agreements  ("Caps")  and
  interest  rate  collar  agreements  ("Collars")  as of  September  30,  1997 and
  December 31, 1996 (dollars in millions):
  Notional                             Average         Estimated
                                              Amount          Maturities       Interest Rate     Fair Value
  As of September 30, 1997
       Variable to Fixed Swaps                 $100.0       1998-1999           5.67%             $0.2
       Caps                                     150.0         1998              6.67%
       Collar                                    50.0         1998          7.00% / 4.90%
  
       As of December 31, 1996
       Variable to Fixed Swaps                 $530.0       1997-1999           6.14%            ($1.2)
       Caps                                     250.0         1997              8.55%
       Collars                                  400.0       1997-1998       7.09% / 5.04%          0.2
  14
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  The  notional  amounts of interest  rate  agreements,  as presented in the above
  table,  are used to measure interest to be paid or received and do not represent
  the amount of exposure to credit loss. The estimated fair value approximates the
  proceeds  (costs) to settle the  outstanding  contracts.  While Swaps,  Caps and
  Collars  represent  an  integral  part  of  the  Company's  interest  rate  risk
  management  program,  their incremental  effect on interest expense for the nine
  and three months ended September 30, 1997 and 1996 was not significant.
  
  As  a  result  of  the  Scripps  Contribution,  the  Company  no  longer  has  a
  stockholder's deficiency.  However, the Company expects to continue to recognize
  significant  losses  for the  foreseeable  future,  resulting  in  decreases  in
  stockholder's   equity.  The  cable  communications   industry  is  experiencing
  increasing  competition and rapid  technological  changes.  The Company's future
  results of operations will be affected by its ability to react to changes in the
  competitive  environment  and by its  ability  to  implement  new  technologies.
  However,  the Company believes that competition,  technological  changes and its
  significant  losses  will  not  significantly   affect  its  ability  to  obtain
  financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments,  cash held by an affiliate  and lines of credit and other  external
  financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  decreased $4.6 million as of September 30, 1997 from
  December 31, 1996 and  increased  $16.1  million as of  September  30, 1996 from
  December 31, 1995. Changes in cash and cash equivalents resulted from cash flows
  from operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities amounted to $417.7 million and $283.8
  million for the nine months ended September 30, 1997 and 1996, respectively. The
  increase of $133.9 million was  principally due to the increase in the Company's
  operating income before depreciation and amortization,  including the effects of
  the  Scripps  Contribution,  and  changes in working  capital as a result of the
  timing of receipts and disbursements (see "Results of Operations").
  
  Net cash (used in)  provided by  financing  activities  was ($75.4)  million and
  $207.8  million  for  the  nine  months  ended  September  30,  1997  and  1996,
  respectively.  During the nine months  ended  September  30,  1997,  the Company
  borrowed  $1.806  billion,  including  the  issuance  of the Old Notes of $1.691
  billion and borrowings under existing lines of credit, and repaid $2.393 billion
  of its long-term debt,  including  $1.665 billion  relating to the  Refinancing,
  $139.3  million  relating to the redemption of the 10% Debentures and the $435.0
  million optional debt repayment made in July 1997.  During the nine months ended
  September  30,  1997,  proceeds  from notes  payable to  affiliates,  which were
  principally  used to redeem the 10%  Debentures  and to make the $435.0  million
  optional debt repayment,  together with accrued  interest  thereon,  were $598.3
  million.  In addition,  during the nine months  ended  September  30, 1997,  the
  Company  repaid notes payable to  affiliates of $100.8  million and entered into
  net transactions  with affiliates,  which primarily  resulted from the timing of
  disbursements,  of $29.7 million.  Deferred  financing costs incurred during the
  nine months  ended  September  30, 1997 were  related to the issuance of the Old
  Notes.  During the nine months ended  September 30, 1996,  the Company  borrowed
  $298.0  million under  existing lines of credit and repaid $134.5 million of its
  long-term  debt. In addition,  during the nine months ended  September 30, 1996,
  net transactions  with affiliates,  which primarily  resulted from the timing of
  disbursements, were $43.7 million.
  
  Net cash used in investing  activities was $346.9 million and $475.5 million for
  the nine months ended September 30, 1997 and 1996, respectively. During the nine
  months ended September 30, 1997, net cash used in investing  activities included
  capital expenditures of $367.1 million,  offset by a decrease in cash held by an
  affiliate  of  $16.6  million  and the  proceeds  from the  sales of  short-term
  investments of $21.4 million, including the sale of the Company's shares of Time
  Warner Stock of $21.2 million.  During the nine months ended September 30, 1996,
  net cash used in investing  activities  included capital  expenditures of $207.3
  million, an increase in notes receivable from affiliate of $220.0 million and an
  increase in cash held by an affiliate of $39.6 million.
  
  Results of Operations
  
  The effects of the Company's recent acquisitions, as well as increased levels of
  capital expenditures,  were to increase significantly the Company's revenues and
  expenses, resulting in substantial increases in its operating income before
  
                                         15
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  depreciation  and  amortization,   depreciation  and  amortization  expense  and
  interest expense.  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.
  
  Summarized  consolidated  financial information for the Company for the nine and
  three  months  ended  September  30,  1997 and 1996 is as  follows  (dollars  in
  millions, "NM" denotes percentage is not meaningful):
  Nine Months Ended
                                                                       September 30,           Increase / (Decrease)
                                                                     1997         1996           $            %
  Service income............................................       $1,537.0     $1,170.9       $366.1        31.3%
  Operating, selling, general and administrative expenses...        1,019.3        737.9        281.4        38.1
                                                                   --------     -------- 
  Operating income before depreciation and
     amortization (1).......................................          517.7        433.0         84.7        19.6
  Depreciation and amortization.............................          462.7        289.3        173.4        59.9
                                                                   --------     -------- 
  Operating income..........................................           55.0        143.7        (88.7)      (61.7)
                                                                   --------     -------- 
  Interest expense..........................................          174.2        168.1          6.1         3.6
  Interest expense on notes payable to affiliates...........           24.8         25.9         (1.1)       (4.2)
  Investment income, net....................................           (3.6)        (6.3)        (2.7)      (42.9)
  Other.....................................................           (0.1)         0.6         (0.7)        NM
  Income tax benefit........................................          (26.6)        (6.4)        20.2         NM
  Minority interest.........................................          (15.8)       (16.5)        (0.7)       (4.2)
  Extraordinary items.......................................          (17.6)                     17.6         NM
                                                                   --------     -------- 
  Net loss..................................................        ($115.5)      ($21.7)       $93.8         NM
                                                                   ========     ======== 
  
                                                                      Three Months Ended
                                                                         September 30,          Increase / (Decrease)
                                                                      1997         1996           $            %
  
  Service income............................................         $515.1       $392.6       $122.5        31.2%
  Operating, selling, general and administrative expenses...          335.0        248.1         86.9        35.0
                                                                   --------     -------- 
  Operating income before depreciation and
     amortization (1).......................................          180.1        144.5         35.6        24.6
  Depreciation and amortization.............................          155.9         96.7         59.2        61.2
                                                                   --------     -------- 
  Operating income..........................................           24.2         47.8        (23.6)      (49.4)
                                                                   --------     -------- 
  Interest expense..........................................           54.3         57.3         (3.0)       (5.2)
  Interest expense on notes payable to affiliates...........           12.4         10.4          2.0        19.2
  Investment income, net....................................           (1.6)        (3.5)        (1.9)      (54.3)
  Other.....................................................           (0.1)        (0.1)
  Income tax benefit........................................           (3.1)        (2.8)         0.3        10.7
  Minority interest.........................................           (5.6)        (6.1)        (0.5)       (8.2)
  Extraordinary items.......................................           (2.1)                      2.1         NM
                                                                   --------     -------- 
  Net loss..................................................         ($34.2)       ($7.4)       $26.8         NM
                                                                   ========     ========
  ------------
  (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  
  
                                         16
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
       Company's performance. See "Statement of Cash Flows" above for a discussion
       of net cash provided by operating activities.
  
  As a result of the Scripps Contribution, the Company commenced consolidating the
  financial  results of Scripps Cable  effective  November 1, 1996.  The following
  tables present actual financial  information for the nine and three months ended
  September 30, 1997 and pro forma  financial  information  for the nine and three
  months  ended  September  30,  1996 as if the Scripps  Contribution  occurred on
  January  1,  1996.  Pro forma  financial  information  is  presented  herein for
  purposes of analysis and may not reflect  what actual  operating  results  would
  have been had the Company  owned Scripps Cable since January 1, 1996 (dollars in
  millions):
  Nine Months Ended
                                                            September 30,                        Increase
                                                       1997              1996               $                 %
  Service income...................................   $1,537.0         $1,398.3           $138.7              9.9%
  Operating, selling, general and
       administrative expenses.....................    1,019.3            917.1            102.2             11.1
                                                      --------         --------           ------ 
  Operating income before depreciation
       and amortization (a)........................     $517.7           $481.2            $36.5              7.6%
                                                      ========         ========           ======      
  
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                       1997              1996               $                 %
  Service income...................................     $515.1           $469.2            $45.9              9.8%
  Operating, selling, general and
       administrative expenses.....................      335.0            307.9             27.1              8.8
                                                      --------         --------           ------ 
  Operating income before depreciation
       and amortization (a)........................     $180.1           $161.3            $18.8             11.7%
                                                      ========         ========           ======
  ---------------
  (a) See footnote (1) on page 16.
  
  Of the  respective  $138.7  million  and $45.9  million pro forma  increases  in
  service  income for the nine and three month  periods  from 1996 to 1997,  $28.7
  million and $9.1 million are  attributable to subscriber  growth,  $94.2 million
  and $32.9 million  relate to changes in rates and $15.8 million and $3.9 million
  relate to other product offerings.
  
  Of the  respective  $102.2  million  and $27.1  million pro forma  increases  in
  operating,  selling,  general and administrative expenses for the nine and three
  month periods from 1996 to 1997, $24.4 million and $4.4 million are attributable
  to increases in the costs of cable programming as a result of subscriber growth,
  additional  channel  offerings  and  changes in rates,  $16.1  million  and $5.0
  million are  attributable to increases in costs associated with customer service
  and $61.7 million and $17.7 million  result from increases in the cost of labor,
  other volume related expenses and costs associated with new product offerings.
  
  Comcast,  on behalf of the Company,  entered into an affiliation  agreement with
  QVC, Inc. ("QVC"),  an electronic  retailer and a majority-owned  and controlled
  subsidiary  of Comcast,  to carry its  programming.  In return for  carrying QVC
  programming,  the Company  receives  incentive  payments  based on the number of
  subscribers  receiving  the QVC channel.  In addition,  the Company  receives an
  allocated  portion,  based upon market  share,  of a percentage  of net sales of
  merchandise sold to QVC customers located in the Company's service area. For the
  nine and three months ended  September 30, 1997 and 1996, the Company's  service
  income  includes  $7.2  million,  $5.7  million,  $3.2 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 $88.0
  million,  $66.9  million,  $29.0 million and $22.4  million  during the nine and
  three months ended September 30, 1997 and 1996,  respectively. 
  
                                         17
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  These  management  fees are  included  in selling,  general  and  administrative
  expenses in the Company's condensed consolidated statement of operations.
  
  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  directly from the supplier,  subject to  limitations  imposed by debt
  facilities  for certain  subsidiaries,  and did not benefit from the  purchasing
  power of the Company'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.  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 expenses
  (primarily salaries) under cost-reimbursement  arrangements.  Under all of these
  arrangements,  the Company  incurred  total expenses of $506.9  million,  $367.4
  million,  $163.6 million and $123.4 million,  including  $424.0 million,  $303.6
  million,  $137.6 million and $101.6 million of Programming  Charges,  during the
  nine and three  months  ended  September  30, 1997 and 1996,  respectively.  The
  Programming Charges include $33.6 million, $19.1 million, $13.8 million and $6.2
  million  during the nine and three  months  ended  September  30, 1997 and 1996,
  respectively, relating to programming purchased by the Company, through Comcast,
  from suppliers in which Comcast holds an equity interest. 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.
  
  The respective  $173.4 million and $59.2 million  increases in depreciation  and
  amortization  expense for the nine and three month periods from 1996 to 1997 are
  primarily  attributable  to the  effects  of the  Scripps  Contribution  and the
  effects of capital  expenditures.  Depreciation and amortization expense for the
  nine months ended  September 30, 1997 includes the effects of the final purchase
  price allocation relating to the Scripps Contribution.
  
  The  respective  $6.1 million  increase  and $3.0  million  decrease in interest
  expense for the nine and three month periods from 1996 to 1997 are  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 $20.2 million  increase in income tax benefit for the nine month period from
  1996 to 1997 is primarily  attributable  to the increase in the  Company's  loss
  before income tax benefit, minority interest and extraordinary items.
  
  In connection with the  Refinancing,  the redemption of the 10% Debentures,  and
  the optional repayment of certain indebtedness, the Company expensed unamortized
  debt acquisition costs and incurred debt  extinguishment  costs of $27.1 million
  and $3.2  million,  resulting  in  extraordinary  losses,  net of tax,  of $17.6
  million and $2.1 million  during the nine and three months ended  September  30,
  1997, respectively.
  
  For the nine and three months ended  September 30, 1997 and 1996,  the Company's
  earnings  before  extraordinary  items,  income tax  benefit  and fixed  charges
  (interest  expense and interest  expense on notes  payable to  affiliates)  were
  $74.5 million,  $165.9 million,  $31.5 million and $57.5 million,  respectively.
  Such earnings  were not adequate to cover the Company's  fixed charges of $199.0
  million,  $194.0 million, $66.7 million and $67.7 million for the nine and three
  months ended  September 30, 1997 and 1996,  respectively.  The  Company's  fixed
  charges include non-cash  interest expense of $2.5 million,  $6.7 million,  $0.2
  million and $2.5 million for the nine and three months ended  September 30, 1997
  and 1996, respectively.  The inadequacy of these earnings to cover fixed charges
  is  primarily  due to the  substantial  non-cash  charges for  depreciation  and
  amortization expense.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities   because  of  its  existing  cash,  cash   equivalents,   short-term
  investments  and cash held by an  affiliate,  its ability to generate  operating
  income before  depreciation  and amortization and its ability to obtain external
  financing.
  
                                         18
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  Regulatory Developments
  
  The Company has settled the majority of outstanding  proceedings challenging its
  rates  charged for  regulated  cable  services.  In December  1995,  the Federal
  Communications  Commission  ("FCC")  adopted  an order  approving  a  negotiated
  settlement of rate complaints  pending against the Company for cable programming
  service tiers ("CPSTs")  which provided $6.6 million in refunds,  plus interest,
  given in the form of bill credits  during 1996,  to 1.3 million of the Company's
  cable subscribers.  As part of the negotiated settlement,  the Company agreed to
  forego certain  inflation and external cost  adjustments  for systems covered by
  its  cost-of-service  filings  for  CPSTs.  The FCC  recently  approved a social
  contract  with the Company in which the Company  committed  to complete  certain
  system  upgrades  and  improvements  by March  1999 in  return  for which it was
  authorized to move a limited number of currently regulated  programming services
  in certain cable systems to a single  migrated  product tier on each system that
  may become an unregulated new product tier after December 1997. In addition, the
  Company  will also  provide  free cable  service  connections,  modems and modem
  service to certain public and private schools and to 250 public libraries in its
  franchise areas. 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.  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.
  
                                         19
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
  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:
  
           27.1     Financial Data Schedule.
  
       (b) Reports on Form 8-K - none.
  
                                         20
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1997
  
                                      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: November 14, 1997
  
                                         21