content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
  
                                   MARCH 31, 1998
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
  
  
               (Exact name of registrant as specified in its charter)
  
          PENNSYLVANIA                                         23-1709202
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
                                                       --------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                           No ____
  
                             --------------------------
  
  As of March 31, 1998,  there were  328,189,295  shares of Class A Special Common
  Stock, 31,792,325 shares of Class A Common Stock and 8,786,250 shares of Class B
  Common Stock outstanding.
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.  Financial Statements
  
                     Condensed Consolidated Balance
                     Sheet as of March 31, 1998 and December 31,
                     1997 (Unaudited)..........................................2
  
                     Condensed Consolidated Statement of
                     Operations and Accumulated Deficit for
                     the Three Months Ended March 31,
                     1998 and 1997 (Unaudited).................................3
  
                     Condensed Consolidated Statement of Cash
                     Flows for the Three Months Ended March 31,
                     1998 and 1997 (Unaudited).................................4
  
                     Notes to Condensed Consolidated
                     Financial Statements (Unaudited).....................5 - 11
  
            Item 2.  Management's Discussion and Analysis
                     of Financial Condition and Results of
                     Operations..........................................12 - 17
  
  PART II.  OTHER INFORMATION
  
            Item 1.  Legal Proceedings........................................18
  
            Item 6.  Exhibits and Reports on Form 8-K.........................18
  
            SIGNATURE.........................................................19
   
                         -----------------------------------
  
  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 CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                     (Dollars in millions, except share data)
                                                                                           March 31,        December 31,
                                                                                             1998               1997
  <S>                                                                                     <C>               <C>      
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................           $671.1            $413.7
     Short-term investments.......................................................             31.9             163.9
     Accounts receivable, less allowance for doubtful
       accounts of $120.2 and $115.0..............................................            485.1             498.8
     Inventories, net.............................................................            297.1             324.0
     Other current assets.........................................................            178.5             159.1
                                                                                          ---------         ---------
         Total current assets.....................................................          1,663.7           1,559.5
                                                                                          ---------         ---------
  INVESTMENTS, principally in affiliates..........................................          1,197.2           1,264.3
                                                                                          ---------         ---------
  PROPERTY AND EQUIPMENT..........................................................          4,711.0           4,285.4
     Accumulated depreciation.....................................................         (1,540.9)         (1,388.5)
                                                                                          ---------         ---------
     Property and equipment, net..................................................          3,170.1           2,896.9
                                                                                          ---------         ---------
  DEFERRED CHARGES................................................................          9,545.0           9,213.3
     Accumulated amortization.....................................................         (2,220.9)         (2,129.8)
                                                                                          ---------         ---------
     Deferred charges, net........................................................          7,324.1           7,083.5
                                                                                          ---------         ---------
                                                                                          $13,355.1         $12,804.2
                                                                                          =========         =========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................         $1,248.8          $1,195.5
     Accrued interest.............................................................            156.6              89.6
     Current portion of long-term debt............................................            129.4             132.7
                                                                                          ---------         ---------
         Total current liabilities................................................          1,534.8           1,417.8
                                                                                          ---------         ---------
  LONG-TERM DEBT, less current portion............................................          6,626.9           6,558.6
                                                                                          ---------         ---------
  DEFERRED INCOME TAXES...........................................................          2,115.0           2,112.2
                                                                                          ---------         ---------
  MINORITY INTEREST AND OTHER.....................................................          1,051.0           1,037.7
                                                                                          ---------         ---------
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS.......................................................             31.4              31.4
                                                                                          ---------         ---------
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 20,000,000 shares; 5% series A convertible,
       no par value, issued, 6,370 at redemption value............................             31.9              31.9
       5.25% series B mandatorily redeemable convertible, $1,000 par value,
       issued, 519,947 and 513,211 at redemption value............................            519.9             513.2
     Class A special common stock, $1 par value - authorized,
       500,000,000 shares; issued, 328,189,295 and 317,025,969....................            328.2             317.0
     Class A common stock, $1 par value - authorized,
       200,000,000 shares; issued, 31,792,325 and 31,793,487 .....................             31.8              31.8
     Class B common stock, $1 par value - authorized,
       50,000,000 shares; issued, 8,786,250 ......................................              8.8               8.8
     Additional capital...........................................................          3,377.4           3,030.6
     Accumulated deficit..........................................................         (2,503.3)         (2,415.9)
     Unrealized gains on marketable securities....................................            212.1             140.7
     Cumulative translation adjustments...........................................            (10.8)            (11.6)
                                                                                          ---------         ---------
         Total stockholders' equity...............................................          1,996.0           1,646.5
                                                                                          ---------         ---------
                                                                                          $13,355.1         $12,804.2
                                                                                          =========         =========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                   (Amounts in millions, except per share data)
                                                                                          Three Months Ended March 31,
                                                                                              1998             1997
  REVENUES
  <S>                                                                                    <C>               <C>   
     Service income...............................................................           $815.2            $651.1
     Net sales from electronic retailing..........................................            544.6             479.7
                                                                                          ---------         --------- 
  
                                                                                            1,359.8           1,130.8
                                                                                          ---------         --------- 
  
  COSTS AND EXPENSES
     Operating....................................................................            396.5             297.4
     Cost of goods sold from electronic retailing.................................            332.4             292.8
     Selling, general and administrative..........................................            242.6             206.9
     Depreciation.................................................................            137.4              95.8
     Amortization.................................................................            129.9             116.6
                                                                                          ---------         --------- 
  
                                                                                            1,238.8           1,009.5
                                                                                          ---------         --------- 
  
  OPERATING INCOME................................................................            121.0             121.3
  
  OTHER (INCOME) EXPENSE
     Interest expense.............................................................            147.6             133.3
     Investment expense (income), net.............................................              1.3             (12.2)
     Equity in net losses of affiliates...........................................            129.7              70.1
     Gain from equity offering of affiliate.......................................            (59.6)
     Other........................................................................             (2.5)              8.9
                                                                                          ---------         --------- 
  
                                                                                              216.5             200.1
                                                                                          ---------         --------- 
  
  LOSS BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST............................            (95.5)            (78.8)
  
  INCOME TAX EXPENSE..............................................................              0.6               9.9
                                                                                          ---------         --------- 
  
  LOSS BEFORE MINORITY INTEREST...................................................            (96.1)            (88.7)
  
  MINORITY INTEREST...............................................................            (17.2)            (24.0)
                                                                                          ---------         --------- 
  
  NET LOSS........................................................................            (78.9)            (64.7)
  
  PREFERRED DIVIDENDS.............................................................             (7.1)             (0.4)
                                                                                          ---------         --------- 
  
  NET LOSS FOR COMMON STOCKHOLDERS................................................           ($86.0)           ($65.1)
                                                                                          =========         ========= 
  
  ACCUMULATED DEFICIT
     Beginning of period .........................................................        ($2,415.9)        ($2,127.1)
     Net loss.....................................................................            (78.9)            (64.7)
     Dividends declared - $.0233 per common share.................................             (8.5)             (7.5)
     Retirement of common stock...................................................                               (6.0)
                                                                                          ---------         --------- 
  
     End of period................................................................        ($2,503.3)        ($2,205.3)
                                                                                          =========         ========= 
  
  NET LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE...............................            ($.24)            ($.20)
                                                                                          =========         ========= 
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD........................................            358.1             325.9
                                                                                          =========         ========= 
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                              (Dollars in millions)
                                                                                              Three Months Ended March 31,
                                                                                            1998             1997
  <S>                                                                                        <C>               <C>   
  OPERATING ACTIVITIES
     Net loss.....................................................................           ($78.9)           ($64.7)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation...............................................................            137.4              95.8
       Amortization...............................................................            129.9             116.6
       Non-cash interest expense, net.............................................             12.3              16.1
       Equity in net losses of affiliates.........................................            129.7              70.1
       Gain from equity offering of affiliate.....................................            (59.6)
       Non-cash investment expense (income), net..................................             18.0              (1.2)
       Minority interest..........................................................            (17.2)            (24.0)
       Deferred income taxes and other............................................            (47.1)             (7.7)
                                                                                             ------            ------ 
                                                                                              224.5             201.0
  
       Decrease in accounts receivable, net.......................................             56.6              36.5
       Decrease (increase) in inventories, net....................................             27.2             (30.2)
       Decrease in other current assets...........................................             22.2               0.3
       Decrease in accounts payable and accrued expenses..........................            (95.8)             (9.3)
       Increase (decrease) in accrued interest....................................             68.4              (0.9)
                                                                                             ------            ------ 
  
             Net cash provided by operating activities............................            303.1             197.4
                                                                                             ------            ------ 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................            965.2             192.8
     Retirement and repayment of debt.............................................           (746.8)            (90.9)
     Proceeds from issuances (repurchases) of common stock, net...................              5.8              (7.0)
     Dividends....................................................................             (8.9)             (7.9)
     Other........................................................................             (0.3)             (1.8)
                                                                                             ------            ------ 
  
             Net cash provided by financing activities............................            215.0              85.2
                                                                                             ------            ------ 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...........................................           (136.9)           (116.5)
     Proceeds from sales of short-term investments, net...........................            132.0             123.6
     Investments, principally in affiliates.......................................            (58.3)            (32.4)
     Proceeds from sales of and distribution from long-term investments...........                               26.8
     Proceeds from repayment of loan to investee..................................                               25.2
     Proceeds from sales of call options..........................................             20.7
     Capital expenditures.........................................................           (199.1)           (180.0)
     Additions to deferred charges................................................            (18.9)            (14.1)
     Other........................................................................             (0.2)              8.4
                                                                                             ------            ------ 
  
             Net cash used in investing activities................................           (260.7)           (159.0)
                                                                                             ------            ------ 
  
  INCREASE IN CASH AND CASH EQUIVALENTS...........................................            257.4             123.6
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................            413.7             331.3
                                                                                             ------            ------ 
  
  CASH AND CASH EQUIVALENTS, end of period........................................           $671.1            $454.9
                                                                                             ======            ====== 
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                                             4
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed consolidated balance sheet as of March 31, 1998 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1998 and 1997 have been prepared
       by Comcast  Corporation  (the  "Company")  and have not been audited by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments) necessary to
       present fairly the financial position, results of operations and cash flows
       as of March 31, 1998 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1998
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1997, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting  Standards ("SFAS") No. 130, "Reporting  Comprehensive
       Income."  This  statement,  which  establishes  standards for reporting and
       disclosure  of  comprehensive  income,  is effective for interim and annual
       periods beginning after December 15, 1997. The Company adopted SFAS No. 130
       effective  January 1, 1998. Total  comprehensive  loss for the three months
       ended  March  31,  1998  and  1997  was $6.7  million  and  $77.2  million,
       respectively.  Total  comprehensive  income  (loss)  includes  net  (loss),
       unrealized  gains (losses) on marketable  securities  and foreign  currency
       translation gains (losses) for the periods presented.
  
       Loss for Common Stockholders Per Common Share
       Loss for common  stockholders  per common share is computed by dividing net
       loss, after deduction of preferred stock dividends, by the weighted average
       number of common shares outstanding during the period.
  
       For the three months ended March 31, 1998 and 1997, the Company's potential
       common  shares of 43.3  million  shares  and 39.4  million  shares  have an
       antidilutive  effect on loss for common  stockholders per common share and,
       therefore,  have not been used in determining  the total  weighted  average
       number of common shares outstanding.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  3.   SIGNIFICANT EVENTS
  
       Sale of Comcast UK Cable
       On  February  4,  1998,  Comcast UK Cable  Partners  Limited  ("Comcast  UK
       Cable"),  a  consolidated  subsidiary  of  the  Company,   entered  into  a
       definitive  agreement  to be  acquired  by  NTL  Incorporated  ("NTL"),  an
       alternative  telecommunications  company  in  the  United  Kingdom  ("UK").
       Pursuant to certain  conditions,  the Company may receive up to 4.8 million
       shares of NTL common  stock in exchange for all of the shares of Comcast UK
       Cable  held by the  Company  (the "NTL  Transaction").  Certain  conditions
       agreed to in the NTL Transaction restrict the Company's ability to sell the
       NTL common  stock to be received for a period of 180 days after the closing
       of the NTL  Transaction.  The NTL Transaction is expected to close in 1998,
       subject to the receipt of necessary  regulatory and shareholder  approvals,
       the consent of the  bondholders of Comcast UK Cable and NTL, as well as the
       consent of certain NTL bank lenders. As of March 31, 1998 and for the three
       months then  ended,  the assets and  revenues  of Comcast UK Cable  totaled
       $857.5 million and $29.0 million, respectively.
  
                                          5
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       AT&T Acquisition of TCGI
       On January 8, 1998,  AT&T  Corporation  ("AT&T")  entered into a definitive
       merger agreement with Teleport  Communications  Group, Inc. ("TCGI").  Upon
       closing of the merger (the "AT&T Transaction"),  the Company is expected to
       receive 24.2 million shares of  unregistered  AT&T common stock in exchange
       for all of the  shares of TCGI held by the  Company  (see Note 4). The AT&T
       shares to be received  are subject to certain  rights which would allow the
       Company to effect a registration of such shares.  These registration rights
       are subject to  postponement  by AT&T and other  rights of AT&T which could
       delay a registration for a period greater than one year from the closing of
       the AT&T  Transaction.  The AT&T  Transaction is expected to close in 1998,
       subject to the receipt of necessary regulatory and shareholder approvals.
  
  4.   INVESTMENTS, PRINCIPALLY IN AFFILIATES
  <TABLE>
  <CAPTION>
                                                                                  March 31,      December 31,
                                                                                    1998             1997
                                                                                     (Dollars in millions)
  <S>                                                                           <C>               <C>   
             Equity method..........................................               $688.8            $867.6
             Fair value method......................................                458.3             346.5
             Cost method............................................                 50.1              50.2
                                                                                 --------          --------
                                                                                 $1,197.2          $1,264.3
                                                                                 ========          ========
  </TABLE>
  
       Equity Method
       The Company records its proportionate interests in the net income (loss) of
       substantially  all of its  investees,  other  than  the UK  Investees  (see
       below), three months in arrears.  The Company holds interests  representing
       less than 20% of the total  outstanding  ownership  interests in certain of
       its equity  method  investees.  The equity method of accounting is utilized
       for  these  investments  based  on the  type of  investment  (e.g.  general
       partnership interest), board representation, participation in a controlling
       investor group,  significant  shareholder  rights or a combination of these
       and  other  factors.   The  Company's   recorded   investments  exceed  its
       proportionate  interests in the book value of the  investees' net assets by
       $95.8 million as of March 31, 1998 (primarily  related to its investment in
       Sprint PCS (see  below)).  Such excess is being  amortized to equity in net
       income  or  loss,  primarily  over a  period  of  twenty  years,  which  is
       consistent with the estimated lives of the underlying  assets. The original
       cost of  investments  accounted for under the equity method  totaled $1.356
       billion and $1.454  billion as of March 31,  1998 and  December  31,  1997,
       respectively.
  
                                          6
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized financial  information for the Company's equity method investees
       is presented below (dollars in millions):
  <TABLE>
  <CAPTION>
                                                                       Sprint                  UK
                                                                         PCS       TCGI     Investees    Other    Combined
  <S>                                                                <C>        <C>        <C>        <C>       <C>     
  Three Months Ended March 31, 1998:
  
     Combined Results of Operations
       Revenues, net............................................       $141.2     $150.4      $57.3     $290.7     $639.6
       Operating, selling, general and
         administrative expenses................................        478.0      154.1       45.0      316.6      993.7
       Depreciation and amortization............................        122.7       48.0       19.7       29.1      219.5
       Operating loss...........................................       (459.5)     (51.7)      (7.4)     (55.0)    (573.6)
       Net loss (1).............................................       (559.4)     (72.5)     (30.1)     (72.6)    (734.6)
  
     Company's Equity in Net Loss
       Equity in current period net loss........................       ($83.9)    ($10.6)    ($10.4)    ($22.8)   ($127.7)
       Amortization expense.....................................         (0.8)                 (0.2)      (1.0)      (2.0)
                                                                       ------     ------      -----     ------     ------
         Total equity in net loss...............................       ($84.7)    ($10.6)    ($10.6)    ($23.8)   ($129.7)
                                                                       ======     ======      =====     ======     ======
  
  Three Months Ended March 31, 1997:
  
     Combined Results of Operations
       Revenues, net............................................         $4.1      $87.4      $44.5     $201.1     $337.1
       Operating, selling, general and
         administrative expenses................................        185.6       81.2       40.2      213.9      520.9
       Depreciation and amortization............................          9.4       26.4       17.4       30.0       83.2
       Operating loss...........................................       (190.9)     (20.2)     (13.1)     (42.8)    (267.0)
       Net loss (1).............................................       (183.3)     (42.7)     (22.2)     (50.8)    (299.0)
  
     Company's Equity in Net Loss
       Equity in current period net loss (2)....................       ($27.5)     ($6.8)     ($8.4)    ($25.1)    ($67.8)
       Amortization expense.....................................         (0.1)      (0.2)      (0.1)      (1.9)      (2.3)
                                                                       ------     ------      -----     ------     ------
         Total equity in net loss...............................       ($27.6)     ($7.0)     ($8.5)    ($27.0)    ($70.1)
                                                                       ======     ======      =====     ======     ======
  
  Combined Financial Position
  
  As of March 31, 1998:
       Current assets...........................................       $456.8     $600.2      $32.7     $332.3   $1,422.0
       Noncurrent assets........................................      6,440.2    1,856.1      728.2    1,187.5   10,212.0
       Current liabilities......................................        750.5      375.3       74.5      859.6    2,059.9
       Noncurrent liabilities...................................      4,301.9    1,049.4      596.3      623.8    6,571.4
  <FN>
       --------
       (1)  Net loss  also  represents  loss  from  continuing  operations  before
            extraordinary  items and  cumulative  effect of changes in  accounting
            principle.
       (2)  As a result of the acquisition of E!  Entertainment  Television,  Inc.
            ("E!  Entertainment") on March 31, 1997, the Company recorded a charge
            representing  the cumulative  amount that would have been recorded had
            the Company accounted for its investment in E! Entertainment under the
            equity method since the date of initial  investment  (the  "Cumulative
            Charge").    Since   the   Company's   proportionate   share   of   E!
            Entertainment's  cumulative  losses  was in  excess  of the  Company's
            historical cost basis in E! Entertainment and as the Company was under
            no contractual obligation to fund the losses of E! Entertainment,  the
            Cumulative  Charge was limited to the Company's  historical cost basis
            of $12.1  million.  Such amount is included in equity in net losses of
            affiliates  in  the  Company's  condensed  consolidated  statement  of
            operations  and  accumulated  deficit for the three months ended March
            31, 1997 as it is not  significant  for  restatement  of the Company's
            prior year financial statements.
  </FN>
  </TABLE>
  
                                          7
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Sprint  PCS.   The  Company,   Tele-Communications,   Inc.   ("TCI"),   Cox
       Communications, Inc. ("Cox") and Sprint Corporation ("Sprint," and together
       with the Company, TCI and Cox, the "Parents"),  and certain subsidiaries of
       the  Parents  (the   "Partner   Subsidiaries"),   engage  in  the  wireless
       communications  business  through a limited  partnership  known as  "Sprint
       Spectrum" or "Sprint PCS." The Company made its initial  investment in 1994
       and, as of March 31, 1998, holds a general and limited partnership interest
       of 15% in Sprint PCS. The  Company's  investment in Sprint PCS is accounted
       for under the equity  method  based on the  Company's  general  partnership
       interest and its representation on the partnership's board.
  
       The Partner  Subsidiaries have committed to contribute $4.2 billion in cash
       to Sprint PCS through 1999, of which the Company's share is $630.0 million.
       Of this funding requirement,  the Company has made total cash contributions
       to Sprint  PCS of  $609.5  million  through  April 30,  1998.  The  Company
       anticipates  that Sprint PCS'  capital  requirements  over the next several
       years will be significant.  Requirements in excess of committed capital may
       be funded by Sprint PCS  through  external  financing,  including,  but not
       limited to, vendor financing,  bank financing and securities offered to the
       public.
  
       The  proposed  budget for 1998 for Sprint PCS has not yet been  approved by
       the partnership  board, which has resulted in the occurrence of a "Deadlock
       Event" as of January 1, 1998 under the partnership  agreement.  If the 1998
       proposed budget is not approved through resolution  procedures set forth in
       the partnership  agreement,  certain specified  buy/sell  procedures may be
       triggered  which may result in an increase in or the sale of the  Company's
       interest, or, in limited circumstances, the sale of Sprint PCS. Discussions
       among the partners about  restructuring  their  interests in Sprint PCS are
       ongoing.  However,  there is no certainty the discussions  will result in a
       change to the partnership structure.
  
       TCGI.  In  November  1997,  TCGI filed a  registration  statement  with the
       Securities and Exchange Commission to sell 7.3 million shares of TCGI Class
       A Stock  (the  "TCGI  Offering").  As a result  of the TCGI  Offering,  the
       Company  recognized a $59.6 million increase in its proportionate  share of
       TCGI's net assets as a gain from equity offering of affiliate. Such pre-tax
       gain is included  in the  Company's  condensed  consolidated  statement  of
       operations  and  accumulated  deficit for the three  months ended March 31,
       1998 as the Company  records its  proportionate  share of TCGI's net losses
       one quarter in arrears.
  
       As of March 31, 1998,  the Company owns 25.6 million shares of TCGI Class B
       Stock representing a 20.1% voting interest and a 14.7% equity interest (see
       Note 3). The Company  continues  to account for its  interest in TCGI under
       the equity method based on its voting interest  maintained through the TCGI
       Class B Stock,  its  representation  on TCGI's board of  directors  and its
       participation in a TCGI stockholder  agreement granting certain rights to a
       control group.
  
       UK Investees.  As of March 31, 1998,  Comcast UK Cable (see Note 3) holds a
       27.5% interest in Birmingham Cable Corporation Limited and a 50.0% interest
       in Cable London PLC.
  
       Comcast-Spectacor.  Effective  January 1,  1998,  the  Company's  condensed
       consolidated   financial   statements   include  the  accounts  of  Comcast
       Spectacor,  L.P.  ("Comcast-Spectacor"),  an affiliate previously accounted
       for under the equity method, due to certain call rights held by the Company
       which became exercisable effective January 16, 1998.
  
       Other.  The Company's other equity investees  include  investments in cable
       communications   (including   Garden  State   Cablevision   L.P.,  a  cable
       communications  company  serving more than 209,000  subscribers as of March
       31, 1998 in the State of New Jersey),  direct broadcast  satellite  ("DBS")
       services via Primestar  (see below),  cellular/PCS  telecommunications  and
       content providers.  The Company does not consider these other equity method
       investments to be individually  significant to its  consolidated  financial
       position, results of operations or liquidity.
  
       Restructuring of Primestar's Operations.  As of March 31, 1998, the Company
       held a 10.4% general and limited partnership interest in PRIMESTAR Partners
       L.P.  ("Primestar"),  which  is  principally  engaged  in the  business  of
       acquiring,  originating and/or providing  television  programming  services
       delivered by satellite  through a network of  distributors,  including  the
       Company, throughout the United States ("US").
  
                                          8
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The Company,  through a wholly owned subsidiary,  distributed the Primestar
       DBS service (the "Primestar Service") to subscribers within specified areas
       of 19 states in the US. As of March 31,  1998,  the  Company  provided  the
       Primestar Service to more than 189,000 subscribers.
  
       On February 6, 1998,  the Company  entered  into a Merger and  Contribution
       Agreement (the "Merger and Contribution  Agreement") with Primestar and the
       affiliates  of each of the  other  partners  of  Primestar,  including  TCI
       Satellite Entertainment, Inc. ("TSAT"), a publicly-traded company, pursuant
       to which the Company's DBS operations,  the Company's partnership interests
       in Primestar and the Primestar partnership interests and the DBS operations
       of the other  partners of Primestar  were to be  consolidated  into a newly
       formed  company  ("New  Primestar").  Under  the  terms of the  Merger  and
       Contribution Agreement,  which closed on April 1, 1998, in exchange for the
       Company's DBS operations and equity  interest in Primestar,  New Primestar,
       through a series of  transactions,  assumed  $74.7 million of the Company's
       debt and the Company  received 9.5% of New Primestar  common  equity,  both
       subject to adjustment  based on the number of the Company's  subscribers to
       the Primestar Service,  inventory amounts and other factors.  Subsequent to
       the Merger and Contribution Agreement, New Primestar repaid indebtedness of
       $74.7 million to the Company. Subject to receipt of regulatory approval and
       other  conditions,  TSAT  will  merge  with  and into  New  Primestar  in a
       transaction in which TSAT's outstanding common shares will be exchanged for
       common  shares of New  Primestar.  As of March  31,  1998 and for the three
       months then ended,  the assets and revenues of the Company's DBS operations
       totaled $148.1 million and $33.7 million, respectively.
  
       In June 1997, Primestar entered into an agreement with The News Corporation
       Limited, MCI  Telecommunications  Corporation and American Sky Broadcasting
       LLC ("ASkyB"),  pursuant to which Primestar (or, under certain  conditions,
       New Primestar)  will acquire  certain  assets  relating to a high-power DBS
       business (the "ASkyB Transaction"). In exchange for such assets, ASkyB will
       receive  non-voting  securities of New Primestar  that will be  convertible
       into  non-voting  common stock of New  Primestar,  and,  accordingly,  will
       reduce  the  Company's   common   equity   interest  in  New  Primestar  to
       approximately 7% on a fully diluted basis, subject to adjustment.
  
       The ASkyB Transaction is expected to close in 1998,  subject to the receipt
       of all  necessary  governmental  and  regulatory  approvals,  including the
       approval  of  the  Federal  Communications  Commission.  There  can  be  no
       assurance  that such  approvals  will be  obtained.  On May 12,  1998,  the
       Antitrust  Division of the  Department  of Justice filed a Complaint in the
       United  States  District  Court for the  District  of  Columbia  seeking to
       permanently enjoin the ASkyB Transaction, or, in the alternative, requiring
       that the cable stockholders of New Primestar, including the Company, divest
       their ownership interests in New Primestar.
  
       Fair Value Method
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies,  with an  historical  cost of $132.1  million and $130.0
       million as of March 31,  1998 and  December  31,  1997,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $458.3  million  and $346.5
       million as of March 31,  1998 and  December  31,  1997,  respectively.  The
       unrealized  pre-tax  gains as of March 31,  1998 and  December  31, 1997 of
       $326.2 million and $216.5 million, respectively,  have been reported in the
       Company's   condensed   consolidated   balance  sheet  as  a  component  of
       stockholders'  equity, net of related deferred income tax expense of $114.1
       million and $75.8 million, respectively.
  
  5.   LONG-TERM DEBT
  
       Redemption of 1 1/8% Debentures
       In March 1998,  the Company  completed the redemption of its $541.9 million
       principal amount 1 1/8% discount  convertible  subordinated  debentures due
       2007 (the "1 1/8%  Debentures").  The Company issued 10.4 million shares of
       its  Class A  Special  Common  Stock  upon  conversion  of  $540.2  million
       principal amount of 1 1/8% Debentures  while $1.7 million  principal amount
       of 1 1/8% Debentures was redeemed for cash at a redemption price of 67.112%
       of  the  principal   amount,   together  with  accrued  interest   thereon.
       Stockholders'  equity was increased by the full amount of 1 1/8% Debentures
       converted plus accrued interest,  less unamortized debt acquisition  costs.
       Unamortized  debt  acquisition  costs  related  to  the 1  1/8%  Debentures
       redeemed for cash were not significant. The issuance of the
  
                                          9
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Company's  Class A  Special  Common  Stock  upon  conversion  of the 1 1/8%
       Debentures had no impact on the Company's condensed  consolidated statement
       of cash flows due to its noncash nature.
  
       Interest Rates
       As of March  31,  1998 and  December  31,  1997,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 8.42%
       and 8.36%, respectively.
  
       Lines of Credit
       As of April 30, 1998, certain  subsidiaries of the Company had unused lines
       of credit of $1.228 billion.  The  availability and use of the unused lines
       of credit is restricted by the covenants of the related debt agreements and
       to subsidiary general purposes and dividend declaration.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash  payments  for  interest of $64.1  million and $117.1
       million   during  the  three   months   ended  March  31,  1998  and  1997,
       respectively.
  
       The Company made cash  payments for income taxes of $15.1 million and $18.3
       million   during  the  three   months   ended  March  31,  1998  and  1997,
       respectively.
  
  7.   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.
  
                                         10
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  8.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in millions)
  <TABLE>
  <CAPTION>
                                                     Domestic
                                                       Cable        Electronic      Cellular       Corporate
                                                  Communications     Retailing   Communications  and Other (1)       Total
  <S>                                                 <C>            <C>            <C>             <C>           <C>      
  Three Months Ended March 31, 1998
  Revenues, net...............................          $541.2         $544.6         $105.4          $168.6       $1,359.8
  Depreciation and amortization...............           161.9           29.5           28.0            47.9          267.3
  Operating income (loss).....................            87.5           65.7           11.5           (43.7)         121.0
  Interest expense............................            53.5           13.3           27.2            53.6          147.6
  Capital expenditures........................           140.3           19.5            4.4            34.9          199.1
  Equity in net losses of affiliates..........                                                         129.7          129.7
  
  As of March 31, 1998
  Assets......................................        $6,180.3       $2,248.4       $1,455.0        $3,471.4      $13,355.1
  Long-term debt, less current portion........         2,712.0          750.0        1,214.4         1,950.5        6,626.9
  
  Three Months Ended March 31, 1997
  Revenues, net...............................          $501.1         $479.7         $104.1           $45.9       $1,130.8
  Depreciation and amortization...............           138.8           26.8           28.0            18.8          212.4
  Operating income (loss).....................            91.5           52.3            9.7           (32.2)         121.3
  Interest expense............................            56.7           14.0           24.0            38.6          133.3
  Capital expenditures........................           106.6           15.0           17.9            40.5          180.0
  Equity in net losses of affiliates..........                                                          70.1           70.1
  <FN>
  ---------------
  (1)  Other includes certain operating  businesses,  including  Comcast-Spectacor
       (effective  January  1,  1998) and E!  Entertainment  (effective  March 31,
       1997),   the  Company's   consolidated  UK  cable  and   telecommunications
       operations, the Company's DBS operations and elimination entries related to
       the segments presented.
  </FN>
  </TABLE>
  
                                         11
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures have been provided through the Company's  financing  activities and
  sales of long-term  investments,  as well as its existing cash, cash equivalents
  and short-term investments.
  
  General Developments of Business
  
  See Note 3 to the Company's condensed consolidated financial statements included
  in Item 1.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term investments as of March 31,
  1998 were $703.0 million.  As of March 31, 1998, $442.9 million of the Company's
  cash,  cash  equivalents  and  short-term  investments  is  restricted to use by
  subsidiaries of the Company under contractual or other  arrangements,  including
  $164.1 million which is restricted to use by Comcast UK Cable  Partners  Limited
  ("Comcast UK Cable"), a consolidated subsidiary of the Company.
  
  The Company's cash  equivalents and short-term  investments are recorded at cost
  which  approximates  their  fair  value.  As  of  March  31,  1998,   short-term
  investments have a weighted average maturity of approximately three months.
  
  Investments
  See Notes 3 and 4 to the Company's condensed  consolidated  financial statements
  included in Item 1.
  
  The Company does not have any significant  contractual  commitments with respect
  to any of its investments.  However, to the extent the Company does not fund its
  investees'  capital  calls,  it  exposes  itself to  dilution  of its  ownership
  interests. The Company continually evaluates its existing investments as well as
  new investment opportunities.
  
  Financing
  Other  than the  acquisition  of the  cable  television  operations  of the E.W.
  Scripps  Company in  November  1996,  the Company  has  historically  utilized a
  strategy of  financing  its  acquisitions  through  senior debt at the  acquired
  operating  subsidiary level.  Additional financing has also been obtained by the
  Company through the issuance of subordinated  debt at the  intermediate  holding
  company and parent  company  levels and through  public  offerings of subsidiary
  stock and debt  instruments.  As of March 31, 1998 and December  31,  1997,  the
  Company's  long-term debt,  including  current  portion,  was $6.756 billion and
  $6.691 billion,  respectively,  of which 21.7% and 17.1%,  respectively,  was at
  variable  rates. As of April 30, 1998,  certain  subsidiaries of the Company had
  unused  lines of credit of $1.228  billion.  The  availability  and use of these
  unused  lines of credit is  restricted  by the  covenants  of the  related  debt
  agreements and to subsidiary  general purposes and dividend  declaration.  As of
  March 31, 1998 and December 31, 1997, the Company's  effective  weighted average
  interest  rate  on  its  long-term  debt   outstanding   was  8.42%  and  8.36%,
  respectively.
  
  In March 1998,  the  Company  completed  the  redemption  of its $541.9  million
  principal amount 1 1/8% discount  convertible  subordinated  debentures due 2007
  (the "1 1/8% Debentures"). The Company issued 10.4 million shares of its Class A
  Special  Common Stock upon  conversion of $540.2 million  principal  amount of 1
  1/8%  Debentures  while $1.7 million  principal  amount of 1 1/8% Debentures was
  redeemed  for cash at a  redemption  price of 67.112% of the  principal  amount,
  together with accrued interest  thereon.  Stockholders'  equity was increased by
  the full amount of 1 1/8%  Debentures  converted  plus  accrued  interest,  less
  unamortized debt acquisition  costs.  Unamortized debt acquisition costs related
  to the 1 1/8% Debentures redeemed for cash were not significant. The issuance of
  the Company's Class A Special
  
                                         12
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  Common  Stock  upon  conversion  of the 1 1/8%  Debentures  had no impact on the
  Company's  condensed  consolidated  statement  of cash flows due to its  noncash
  nature.
  
                              -------------------------
  
  The telecommunications  industry,  including cable and cellular  communications,
  and the electronic  retailing industry are 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 history of 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 and lines of credit and other external financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  increased  $257.4  million as of March 31, 1998 from
  December  31,  1997 and  increased  $123.6  million  as of March  31,  1997 from
  December 31, 1996. 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 $303.1 million and $197.4
  million for the three  months ended March 31, 1998 and 1997,  respectively.  The
  increase of $105.7 million is  principally  due to the increase in the Company's
  operating  income  before   depreciation  and  amortization   (see  "Results  of
  Operations")  and  changes  in  working  capital  as a result  of the  timing of
  receipts  and  disbursements,  including  the  effects of the  consolidation  of
  Comcast  Spectacor,  L.P.  ("Comcast-Spectacor")  effective January 1, 1998 (see
  Note 4 to the Company's condensed  consolidated financial statements included in
  Item  1)  and  the  acquisition  of  E!  Entertainment  Television,   Inc.  ("E!
  Entertainment") on March 31, 1997 (the "E! Acquisition").
  
  Net cash provided by financing  activities  was $215.0 million and $85.2 million
  for the three  months  ended March 31, 1998 and 1997,  respectively.  During the
  three months  ended March 31,  1998,  the Company  borrowed  $965.2  million and
  repaid $746.8 million of its long-term  debt,  primarily in connection  with the
  refinancing  of certain  subsidiary  indebtedness  in March 1998.  In  addition,
  during the three months ended March 31, 1998,  the Company had net  issuances of
  $5.8 million of its common stock and paid cash  dividends of $8.9 million on its
  common  stock and Class A Preferred  Stock.  During the three months ended March
  31, 1997,  the Company  borrowed  $192.8  million,  including  $132.8 million in
  connection  with the E!  Acquisition,  and repaid $90.9 million of its long-term
  debt.  In addition,  during the three  months ended March 31, 1997,  the Company
  made net repurchases of $7.0 million of its common stock and paid cash dividends
  of $7.9 million on its common stock and Class A Preferred Stock.
  
  Net cash used in investing  activities was $260.7 million and $159.0 million for
  the three months ended March 31, 1998 and 1997,  respectively.  During the three
  months ended March 31,  1998,  net cash used in  investing  activities  includes
  acquisitions, net of cash acquired, of $136.9 million, investments in affiliates
  of $58.3 million and capital expenditures of $199.1 million,  offset by proceeds
  from the sales of  short-term  investments  and call options of $152.7  million.
  During  the three  months  ended  March  31,  1997,  net cash used in  investing
  activities includes the E! Acquisition, net of cash acquired, of $116.5 million,
  investments  in affiliates of $32.4 million and capital  expenditures  of $180.0
  million,  offset  by  proceeds  from  the  sales  of  short-term  and  long-term
  investments  and a  distribution  from an  investee  of $150.4  million  and the
  repayment  of a $25.2  million  loan to Sprint PCS (see Note 4 to the  Company's
  condensed consolidated financial statements included in Item 1).
  
  Results of Operations
  
  The effects of the Company's recent acquisitions, as well as increased levels of
  capital  expenditures,  were to increase  the  Company's  revenues  and expenses
  resulting  in  increases  in  its  operating  income  before   depreciation  and
  amortization,  depreciation expense,  amortization expense and interest expense.
  In addition, the Company's equity in net losses of
  
                                         13
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  affiliates  has  increased  principally  as a result of the  start-up  nature of
  certain of the Company's equity investees (see "Consolidated Analysis").
  
  Summarized  consolidated  financial  information  for the  Company for the three
  months ended March 31, 1998 and 1997 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  <TABLE>
  <CAPTION>
                                                                     Three Months Ended
                                                                         March 31,            Increase / (Decrease)
                                                                     1998         1997           $            %
  <S>                                                              <C>          <C>            <C>           <C>  
  Revenues..................................................       $1,359.8     $1,130.8       $229.0        20.3%
  Cost of goods sold from electronic retailing..............          332.4        292.8         39.6        13.5
  Operating, selling, general and administrative expenses...          639.1        504.3        134.8        26.7
                                                                   --------     --------
  Operating income before depreciation and
     amortization (1) ......................................          388.3        333.7         54.6        16.4
  Depreciation..............................................          137.4         95.8         41.6        43.4
  Amortization..............................................          129.9        116.6         13.3        11.4
                                                                   --------     --------
  Operating income..........................................          121.0        121.3         (0.3)       (0.2)
                                                                   --------     --------
  Interest expense..........................................          147.6        133.3         14.3        10.7
  Investment expense (income)...............................            1.3        (12.2)        13.5          NM
  Equity in net losses of affiliates........................          129.7         70.1         59.6        85.0
  Gain from equity offering of affiliate....................          (59.6)                     59.6          NM
  Other (income) expense....................................           (2.5)         8.9        (11.4)         NM
  Income tax expense........................................            0.6          9.9         (9.3)      (93.9)
  Minority interest.........................................          (17.2)       (24.0)        (6.8)      (28.3)
                                                                   --------     --------
  Net loss..................................................         ($78.9)      ($64.7)       $14.2        21.9%
                                                                   ========     ======== 
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses 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
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  expense  and  amortization  expense,  operating  cash flow is
       frequently  used  as one of  the  bases  for  comparing  businesses  in the
       Company's industries, although the Company's measure of operating cash flow
       may not be  comparable  to similarly  titled  measures of other  companies.
       Operating  cash flow does not purport to  represent  net income or net cash
       provided  by  operating  activities,  as  those  terms  are  defined  under
       generally accepted accounting  principles,  and should not be considered as
       an  alternative  to such  measurements  as an  indicator  of the  Company's
       performance.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  </FN>
  </TABLE>
  
                                         14
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following table sets forth the operating results for the Company's  domestic
  cable communications segment (dollars in millions):
  
  <TABLE>
  <CAPTION>
                                                          Three Months Ended
                                                               March 31,                          Increase
                                                         1998             1997               $                %
  <S>                                                  <C>              <C>               <C>               <C> 
  Service income...................................     $541.2           $501.1             $40.1            8.0%
  Operating, selling, general and
       administrative expenses.....................      291.8            270.8              21.0            7.8
                                                        ------           ------             ----- 
  Operating income before depreciation
       and amortization (a)........................     $249.4           $230.3             $19.1            8.3%
                                                        ======           ======             ===== 
  <FN>
  ---------------
  (a) See footnote (1) on page 14
  </FN>
  </TABLE>
  
  Of the $40.1 million  increase in service income for the three month period from
  1997 to 1998, $8.5 million is attributable to subscriber  growth,  $24.3 million
  relates to changes in rates,  $3.9  million is  attributable  to growth in cable
  advertising sales and $3.4 million relates to other product offerings.
  
  Of the $21.0 million increase in operating,  selling, general and administrative
  expenses  for the  three  month  period  from  1997 to 1998,  $13.2  million  is
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and  additional  channel  offerings,  $2.0
  million is attributable to growth in advertising  sales and $5.8 million results
  from  increases in the cost of labor,  other volume  related  expenses and costs
  associated with new product offerings. It is anticipated that the Company's cost
  of cable  programming  will  increase in the future as cable  programming  rates
  increase and additional sources of cable programming become available.
  
  Electronic Retailing
  
  The  following  table  sets  forth  the  operating  results  for  the  Company's
  electronic retailing segment,  consisting of the operations of QVC, Inc. and its
  subsidiaries  ("QVC"), a majority owned and controlled subsidiary of the Company
  (dollars in millions):
  <TABLE>
  <CAPTION>
                                                          Three Months Ended
                                                               March 31,                           Increase
                                                         1998             1997                $               %
  <S>                                                 <C>              <C>                <C>             <C>  
  Net sales from electronic retailing..............     $544.6           $479.7             $64.9           13.5%
  Cost of goods sold from electronic retailing.....      332.4            292.8              39.6           13.5
  Operating, selling, general and administrative
       expenses....................................      117.0            107.8               9.2            8.5
                                                        ------           ------             -----
  Operating income before depreciation
       and amortization (a)........................      $95.2            $79.1             $16.1           20.3%
                                                        ======           ======             ===== 
  
  Gross margin.....................................       39.0%            39.0%
                                                        ======           ======
  <FN>
  ---------------
  (a) See footnote (1) on page 14.
  </FN>
  </TABLE>
  
  The increase in net sales from  electronic  retailing  of $64.9  million for the
  three month period from 1997 to 1998 is primarily attributable to the effects of
  a 7.5%  increase in the average  number of homes  receiving  QVC services in the
  United  States  ("US")  and a 13.7%  increase  in the  average  number  of homes
  receiving QVC services in the United Kingdom ("UK").
  
                                         15
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  The  increase  in cost of goods  sold from  electronic  retailing  is  primarily
  related to the growth in net sales.
  
  Of the increase in operating,  selling,  general and administrative  expenses of
  $9.2  million for the three  month  period  from 1997 to 1998,  $6.3  million is
  attributable  to higher  variable  costs  associated  with the increase in sales
  volume and $2.8 million is  attributable  to increased  personnel and facilities
  based costs  associated  with Studio Park,  QVC's new production and warehousing
  facility which was opened in the fourth quarter of 1997. The remaining  increase
  is primarily  attributable to expansion in the UK and Germany,  partially offset
  by savings in marketing and promotional costs in the US.
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions):
  
  <TABLE>
  <CAPTION>
                                                          Three Months Ended
                                                               March 31,                     Increase/(Decrease)
                                                         1998             1997               $                 %
  <S>                                                   <C>              <C>                 <C>             <C> 
  Service income...................................     $105.4           $104.1              $1.3            1.2%
  Operating, selling, general and administrative
       expenses....................................       65.9             66.4              (0.5)          (0.8)
                                                        ------           ------              ----
  Operating income before depreciation
       and amortization (a)........................      $39.5            $37.7              $1.8            4.8%
                                                        ======           ======              ====
  <FN>
  ---------------
  (a) See footnote (1) on page 14.
  </FN>
  </TABLE>
  
  Of the $1.3 million  increase in service  income for the three month period from
  1997 to 1998,  $2.2 million is  attributable to subscriber  growth,  offset,  in
  part, by a decrease of $0.9 million primarily  attributable to the increased use
  of  promotional  and free  minute  plans  offered to  subscribers.  These  plans
  generally have higher access fees and increase the minutes of use per subscriber
  while lowering the average rate per minute of use.
  
  The $0.5 million  decrease in  operating,  selling,  general and  administrative
  expenses for the three month period from 1997 to 1998 is primarily  attributable
  to  improved  bad debt  experience  as a result of  stronger  credit  procedures
  offset,  in part, by an increase in commission  costs associated with more gross
  sales in 1998.
  
  Consolidated Analysis
  
  The $41.6 million  increase in  depreciation  expense for the three month period
  from  1997  to  1998  is  primarily  attributable  to  the  effects  of  capital
  expenditures,  increased  losses  on  asset  disposals  in  connection  with the
  Company's domestic cable communications rebuild activities and the consolidation
  of Comcast-Spectacor.
  
  The $13.3 million  increase in  amortization  expense for the three month period
  from 1997 to 1998 is primarily  attributable to the effects of the consolidation
  of Comcast-Spectacor.
  
  The $14.3 million  increase in interest  expense for the three month period from
  1997 to 1998 is attributable  to the effects of capitalized  interest during the
  three months ended March 31, 1997, the consolidation of  Comcast-Spectacor,  the
  E!  Acquisition  and an increase in the  Company's  effective  weighted  average
  interest rate, offset, in part, by lower levels of debt outstanding. 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.
  
  In March 1998,  the Company sold call  options  relating to its  investments  in
  Tele-Communications,  Inc.  ("TCI"),  TCI Ventures Group, Inc. and Liberty Media
  Group common stock  (together,  the "TCI  Stock") for $20.7  million.  Such call
  options expire between March and September  1999.  During the three months ended
  March 31, 1998, the Company 
  
                                         16
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  recorded  $14.6  million of  investment  expense  related to the increase in the
  value of the call  options.  In  addition,  as of March 31,  1998,  the  Company
  recorded an unrealized gain related to the TCI Stock, net of deferred income tax
  expense,  of  $27.6  million  to  its  condensed   consolidated  balance  sheet,
  representing the increase in fair value of the TCI Stock during the three months
  ended March 31, 1998. In February 1997, the Company sold options to acquire 25.0
  million shares of Nextel Communications,  Inc. ("Nextel") common stock to Nextel
  for $25.0  million and  recognized  a pre-tax gain of $5.0  million.  In January
  1997, the Company sold 1.27 million shares of Time Warner,  Inc. ("Time Warner")
  common stock,  representing  the Company's  entire interest in Time Warner,  for
  $48.6 million and recognized a pre-tax loss of $3.8 million. The pre-tax gain on
  the sale of the Nextel  options and the pre-tax  loss on the sale of Time Warner
  common stock are included in net  investment  expense  (income) in the Company's
  condensed  consolidated  statement of operations and accumulated deficit for the
  three months ended March 31, 1997.
  
  The $59.6 million  increase in equity in net losses of affiliates  for the three
  month  period from 1997 to 1998 is  primarily  due to the  effects of  increased
  losses  incurred by Sprint  PCS.  Based on Sprint PCS'  current  operations  and
  business plan, the Company  anticipates that its  proportionate  share of Sprint
  PCS' losses will be  significant  in future periods (see Note 4 to the Company's
  condensed  consolidated financial statements included in Item 1). As a result of
  the E!  Acquisition,  the Company recorded a charge  representing the cumulative
  amount  that  would  have  been  recorded  had  the  Company  accounted  for its
  investment in E! Entertainment under the equity method since the date of initial
  investment (the "Cumulative Charge"). Since the Company's proportionate share of
  E!  Entertainment's  cumulative losses was in excess of the Company's historical
  cost  basis in E!  Entertainment  and as the  Company  was under no  contractual
  obligation to fund the losses of E!  Entertainment,  the  Cumulative  Charge was
  limited to the Company's historical cost basis of $12.1 million.  Such amount is
  included  in  equity in net  losses of  affiliates  in the  Company's  condensed
  consolidated  statement  of  operations  and  accumulated  deficit for the three
  months ended March 31, 1997.
  
  In  November  1997,  Teleport   Communications  Group,  Inc.  ("TCGI")  filed  a
  registration  statement with the Securities and Exchange  Commission to sell 7.3
  million shares of TCGI Class A Stock (the "TCGI  Offering").  As a result of the
  TCGI  Offering,   the  Company  recognized  a  $59.6  million  increase  in  its
  proportionate  share of TCGI's  net  assets as a gain from  equity  offering  of
  affiliate. Such pre-tax gain is included in the Company's condensed consolidated
  statement of operations and accumulated deficit for the three months ended March
  31, 1998 as the Company records its proportionate share of TCGI's net losses one
  quarter in arrears.
  
  The $11.4 million decrease in other expense for the three month period from 1997
  to 1998 is primarily  attributable to the effects of fluctuations in the foreign
  currency exchange rate.
  
  The $9.3 million  decrease in income tax expense for the three month period from
  1997 to 1998 is  primarily  a  result  of the  effects  of the  increase  in the
  Company's loss before income tax expense and minority  interest and decreases in
  non-deductible  foreign  losses  and  non-deductible  equity  in net  losses  of
  affiliates.
  
  The $6.8 million  decrease in minority  interest for the three month period from
  1997 to 1998 is  primarily  attributable  to the  effects  of changes in the net
  income   (loss)  of   Comcast   UK  Cable   and  QVC,   the   consolidation   of
  Comcast-Spectacor and the E! Acquisition.
  
  For the three months ended March 31, 1998 and 1997, the Company's  earnings (net
  loss plus income tax expense, equity in net losses of affiliates,  fixed charges
  (interest  expense) and  distributions  from  investees) were $199.0 million and
  $150.4 million, respectively. Such earnings were adequate to cover the Company's
  fixed  charges  (including  interest  capitalized  of $8.6 million for the three
  months ended March 31, 1997) of $147.6  million and $141.9 million for the three
  months  ended  March 31,  1998 and 1997,  respectively.  Fixed  charges  include
  non-cash interest  expense,  net of interest  capitalized,  of $14.5 million and
  $17.0 million for the three months ended March 31, 1998 and 1997, respectively.
  
  The  Company  believes  that  its  losses  will  not  significantly  affect  the
  performance of its normal business activities because of its existing cash, cash
  equivalents and short-term investments, its ability to generate operating income
  before  depreciation  and  amortization  and  its  ability  to  obtain  external
  financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
                                         17
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            10.1 Agreement and Plan of  Amalgamation  dated as of February 4, 1998
                 among NTL  Incorporated,  NTL  (Bermuda)  Limited  and Comcast UK
                 Cable Partners Limited  (incorporated by reference to Exhibit 2.1
                 to the Comcast UK Cable Partners  Limited  Current Report on Form
                 8-K filed on February 10, 1998).
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K - none.
  
  
                                         18
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                                    COMCAST CORPORATION
                                                    ------------------------------
  
  
  
  
  
  
                                                    /S/ LAWRENCE S. SMITH
                                                    ------------------------------
                                                    Lawrence S. Smith
                                                    Executive Vice President
                                                    (Principal Accounting Officer)
  
  
  
  Date: May 14, 1998
  
                                         19
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 85137}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST CORP", "cik": "0000022301", "assigned-sic": "4841", "irs-number": "231709202", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-06983", "film-number": "98620927"}, "business-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148", "phone": "2156651700"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 10-Q
  (Mark One)
  
  (X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the Quarterly Period Ended:
  
                                   MARCH 31, 1998
                                         OR
  
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
                              [GRAPHIC OMITTED - LOGO]
  
               (Exact name of registrant as specified in its charter)
  
          PENNSYLVANIA                                         23-1709202
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
                                                       --------------
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                           No ____
  
                             --------------------------
  
  As of March 31, 1998,  there were  328,189,295  shares of Class A Special Common
  Stock, 31,792,325 shares of Class A Common Stock and 8,786,250 shares of Class B
  Common Stock outstanding.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.  Financial Statements
  
                     Condensed Consolidated Balance
                     Sheet as of March 31, 1998 and December 31,
                     1997 (Unaudited)..........................................2
  
                     Condensed Consolidated Statement of
                     Operations and Accumulated Deficit for
                     the Three Months Ended March 31,
                     1998 and 1997 (Unaudited).................................3
  
                     Condensed Consolidated Statement of Cash
                     Flows for the Three Months Ended March 31,
                     1998 and 1997 (Unaudited).................................4
  
                     Notes to Condensed Consolidated
                     Financial Statements (Unaudited).....................5 - 11
  
            Item 2.  Management's Discussion and Analysis
                     of Financial Condition and Results of
                     Operations..........................................12 - 17
  
  PART II.  OTHER INFORMATION
  
            Item 1.  Legal Proceedings........................................18
  
            Item 6.  Exhibits and Reports on Form 8-K.........................18
  
            SIGNATURE.........................................................19
   
                         -----------------------------------
  
  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 CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  PART I.   FINANCIAL INFORMATION
  
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in millions, except share data)
                                                                                           March 31,        December 31,
                                                                                             1998               1997
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................           $671.1            $413.7
     Short-term investments.......................................................             31.9             163.9
     Accounts receivable, less allowance for doubtful
       accounts of $120.2 and $115.0..............................................            485.1             498.8
     Inventories, net.............................................................            297.1             324.0
     Other current assets.........................................................            178.5             159.1
                                                                                          ---------         ---------
         Total current assets.....................................................          1,663.7           1,559.5
                                                                                          ---------         ---------
  INVESTMENTS, principally in affiliates..........................................          1,197.2           1,264.3
                                                                                          ---------         ---------
  PROPERTY AND EQUIPMENT..........................................................          4,711.0           4,285.4
     Accumulated depreciation.....................................................         (1,540.9)         (1,388.5)
                                                                                          ---------         ---------
     Property and equipment, net..................................................          3,170.1           2,896.9
                                                                                          ---------         ---------
  DEFERRED CHARGES................................................................          9,545.0           9,213.3
     Accumulated amortization.....................................................         (2,220.9)         (2,129.8)
                                                                                          ---------         ---------
     Deferred charges, net........................................................          7,324.1           7,083.5
                                                                                          ---------         ---------
                                                                                          $13,355.1         $12,804.2
                                                                                          =========         =========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................         $1,248.8          $1,195.5
     Accrued interest.............................................................            156.6              89.6
     Current portion of long-term debt............................................            129.4             132.7
                                                                                          ---------         ---------
         Total current liabilities................................................          1,534.8           1,417.8
                                                                                          ---------         ---------
  LONG-TERM DEBT, less current portion............................................          6,626.9           6,558.6
                                                                                          ---------         ---------
  DEFERRED INCOME TAXES...........................................................          2,115.0           2,112.2
                                                                                          ---------         ---------
  MINORITY INTEREST AND OTHER.....................................................          1,051.0           1,037.7
                                                                                          ---------         ---------
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS.......................................................             31.4              31.4
                                                                                          ---------         ---------
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 20,000,000 shares; 5% series A convertible,
       no par value, issued, 6,370 at redemption value............................             31.9              31.9
       5.25% series B mandatorily redeemable convertible, $1,000 par value,
       issued, 519,947 and 513,211 at redemption value............................            519.9             513.2
     Class A special common stock, $1 par value - authorized,
       500,000,000 shares; issued, 328,189,295 and 317,025,969....................            328.2             317.0
     Class A common stock, $1 par value - authorized,
       200,000,000 shares; issued, 31,792,325 and 31,793,487 .....................             31.8              31.8
     Class B common stock, $1 par value - authorized,
       50,000,000 shares; issued, 8,786,250 ......................................              8.8               8.8
     Additional capital...........................................................          3,377.4           3,030.6
     Accumulated deficit..........................................................         (2,503.3)         (2,415.9)
     Unrealized gains on marketable securities....................................            212.1             140.7
     Cumulative translation adjustments...........................................            (10.8)            (11.6)
                                                                                          ---------         ---------
         Total stockholders' equity...............................................          1,996.0           1,646.5
                                                                                          ---------         ---------
                                                                                          $13,355.1         $12,804.2
                                                                                          =========         =========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in millions, except per share data)
                                                                                          Three Months Ended March 31,
                                                                                              1998             1997
  REVENUES
  Service income...............................................................           $815.2            $651.1
     Net sales from electronic retailing..........................................            544.6             479.7
                                                                                          ---------         --------- 
  
                                                                                            1,359.8           1,130.8
                                                                                          ---------         --------- 
  
  COSTS AND EXPENSES
     Operating....................................................................            396.5             297.4
     Cost of goods sold from electronic retailing.................................            332.4             292.8
     Selling, general and administrative..........................................            242.6             206.9
     Depreciation.................................................................            137.4              95.8
     Amortization.................................................................            129.9             116.6
                                                                                          ---------         --------- 
  
                                                                                            1,238.8           1,009.5
                                                                                          ---------         --------- 
  
  OPERATING INCOME................................................................            121.0             121.3
  
  OTHER (INCOME) EXPENSE
     Interest expense.............................................................            147.6             133.3
     Investment expense (income), net.............................................              1.3             (12.2)
     Equity in net losses of affiliates...........................................            129.7              70.1
     Gain from equity offering of affiliate.......................................            (59.6)
     Other........................................................................             (2.5)              8.9
                                                                                          ---------         --------- 
  
                                                                                              216.5             200.1
                                                                                          ---------         --------- 
  
  LOSS BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST............................            (95.5)            (78.8)
  
  INCOME TAX EXPENSE..............................................................              0.6               9.9
                                                                                          ---------         --------- 
  
  LOSS BEFORE MINORITY INTEREST...................................................            (96.1)            (88.7)
  
  MINORITY INTEREST...............................................................            (17.2)            (24.0)
                                                                                          ---------         --------- 
  
  NET LOSS........................................................................            (78.9)            (64.7)
  
  PREFERRED DIVIDENDS.............................................................             (7.1)             (0.4)
                                                                                          ---------         --------- 
  
  NET LOSS FOR COMMON STOCKHOLDERS................................................           ($86.0)           ($65.1)
                                                                                          =========         ========= 
  
  ACCUMULATED DEFICIT
     Beginning of period .........................................................        ($2,415.9)        ($2,127.1)
     Net loss.....................................................................            (78.9)            (64.7)
     Dividends declared - $.0233 per common share.................................             (8.5)             (7.5)
     Retirement of common stock...................................................                               (6.0)
                                                                                          ---------         --------- 
  
     End of period................................................................        ($2,503.3)        ($2,205.3)
                                                                                          =========         ========= 
  
  NET LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE...............................            ($.24)            ($.20)
                                                                                          =========         ========= 
  
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD........................................            358.1             325.9
                                                                                          =========         =========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                              Three Months Ended March 31,
                                                                                            1998             1997
  OPERATING ACTIVITIES
     Net loss.....................................................................           ($78.9)           ($64.7)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation...............................................................            137.4              95.8
       Amortization...............................................................            129.9             116.6
       Non-cash interest expense, net.............................................             12.3              16.1
       Equity in net losses of affiliates.........................................            129.7              70.1
       Gain from equity offering of affiliate.....................................            (59.6)
       Non-cash investment expense (income), net..................................             18.0              (1.2)
       Minority interest..........................................................            (17.2)            (24.0)
       Deferred income taxes and other............................................            (47.1)             (7.7)
                                                                                             ------            ------ 
                                                                                              224.5             201.0
  
       Decrease in accounts receivable, net.......................................             56.6              36.5
       Decrease (increase) in inventories, net....................................             27.2             (30.2)
       Decrease in other current assets...........................................             22.2               0.3
       Decrease in accounts payable and accrued expenses..........................            (95.8)             (9.3)
       Increase (decrease) in accrued interest....................................             68.4              (0.9)
                                                                                             ------            ------ 
  
             Net cash provided by operating activities............................            303.1             197.4
                                                                                             ------            ------ 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................            965.2             192.8
     Retirement and repayment of debt.............................................           (746.8)            (90.9)
     Proceeds from issuances (repurchases) of common stock, net...................              5.8              (7.0)
     Dividends....................................................................             (8.9)             (7.9)
     Other........................................................................             (0.3)             (1.8)
                                                                                             ------            ------ 
  
             Net cash provided by financing activities............................            215.0              85.2
                                                                                             ------            ------ 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...........................................           (136.9)           (116.5)
     Proceeds from sales of short-term investments, net...........................            132.0             123.6
     Investments, principally in affiliates.......................................            (58.3)            (32.4)
     Proceeds from sales of and distribution from long-term investments...........                               26.8
     Proceeds from repayment of loan to investee..................................                               25.2
     Proceeds from sales of call options..........................................             20.7
     Capital expenditures.........................................................           (199.1)           (180.0)
     Additions to deferred charges................................................            (18.9)            (14.1)
     Other........................................................................             (0.2)              8.4
                                                                                             ------            ------ 
  
             Net cash used in investing activities................................           (260.7)           (159.0)
                                                                                             ------            ------ 
  
  INCREASE IN CASH AND CASH EQUIVALENTS...........................................            257.4             123.6
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................            413.7             331.3
                                                                                             ------            ------ 
  
  CASH AND CASH EQUIVALENTS, end of period........................................           $671.1            $454.9
                                                                                             ======            ======
  See notes to condensed consolidated financial statements.
  
                                                             4
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed consolidated balance sheet as of March 31, 1998 and the condensed
       consolidated  statements of operations and accumulated  deficit and of cash
       flows for the three months ended March 31, 1998 and 1997 have been prepared
       by Comcast  Corporation  (the  "Company")  and have not been audited by the
       Company's  independent   auditors.  In  the  opinion  of  management,   all
       adjustments (which include only normal recurring  adjustments) necessary to
       present fairly the financial position, results of operations and cash flows
       as of March 31, 1998 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the period ended March 31, 1998
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1997, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting  Standards ("SFAS") No. 130, "Reporting  Comprehensive
       Income."  This  statement,  which  establishes  standards for reporting and
       disclosure  of  comprehensive  income,  is effective for interim and annual
       periods beginning after December 15, 1997. The Company adopted SFAS No. 130
       effective  January 1, 1998. Total  comprehensive  loss for the three months
       ended  March  31,  1998  and  1997  was $6.7  million  and  $77.2  million,
       respectively.  Total  comprehensive  income  (loss)  includes  net  (loss),
       unrealized  gains (losses) on marketable  securities  and foreign  currency
       translation gains (losses) for the periods presented.
  
       Loss for Common Stockholders Per Common Share
       Loss for common  stockholders  per common share is computed by dividing net
       loss, after deduction of preferred stock dividends, by the weighted average
       number of common shares outstanding during the period.
  
       For the three months ended March 31, 1998 and 1997, the Company's potential
       common  shares of 43.3  million  shares  and 39.4  million  shares  have an
       antidilutive  effect on loss for common  stockholders per common share and,
       therefore,  have not been used in determining  the total  weighted  average
       number of common shares outstanding.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  3.   SIGNIFICANT EVENTS
  
       Sale of Comcast UK Cable
       On  February  4,  1998,  Comcast UK Cable  Partners  Limited  ("Comcast  UK
       Cable"),  a  consolidated  subsidiary  of  the  Company,   entered  into  a
       definitive  agreement  to be  acquired  by  NTL  Incorporated  ("NTL"),  an
       alternative  telecommunications  company  in  the  United  Kingdom  ("UK").
       Pursuant to certain  conditions,  the Company may receive up to 4.8 million
       shares of NTL common  stock in exchange for all of the shares of Comcast UK
       Cable  held by the  Company  (the "NTL  Transaction").  Certain  conditions
       agreed to in the NTL Transaction restrict the Company's ability to sell the
       NTL common  stock to be received for a period of 180 days after the closing
       of the NTL  Transaction.  The NTL Transaction is expected to close in 1998,
       subject to the receipt of necessary  regulatory and shareholder  approvals,
       the consent of the  bondholders of Comcast UK Cable and NTL, as well as the
       consent of certain NTL bank lenders. As of March 31, 1998 and for the three
       months then  ended,  the assets and  revenues  of Comcast UK Cable  totaled
       $857.5 million and $29.0 million, respectively.
  
                                          5
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       AT&T Acquisition of TCGI
       On January 8, 1998,  AT&T  Corporation  ("AT&T")  entered into a definitive
       merger agreement with Teleport  Communications  Group, Inc. ("TCGI").  Upon
       closing of the merger (the "AT&T Transaction"),  the Company is expected to
       receive 24.2 million shares of  unregistered  AT&T common stock in exchange
       for all of the  shares of TCGI held by the  Company  (see Note 4). The AT&T
       shares to be received  are subject to certain  rights which would allow the
       Company to effect a registration of such shares.  These registration rights
       are subject to  postponement  by AT&T and other  rights of AT&T which could
       delay a registration for a period greater than one year from the closing of
       the AT&T  Transaction.  The AT&T  Transaction is expected to close in 1998,
       subject to the receipt of necessary regulatory and shareholder approvals.
  
  4.   INVESTMENTS, PRINCIPALLY IN AFFILIATES
  March 31,      December 31,
                                                                                    1998             1997
                                                                                     (Dollars in millions)
  Equity method..........................................               $688.8            $867.6
             Fair value method......................................                458.3             346.5
             Cost method............................................                 50.1              50.2
                                                                                 --------          --------
                                                                                 $1,197.2          $1,264.3
                                                                                 ========          ========
  Equity Method
       The Company records its proportionate interests in the net income (loss) of
       substantially  all of its  investees,  other  than  the UK  Investees  (see
       below), three months in arrears.  The Company holds interests  representing
       less than 20% of the total  outstanding  ownership  interests in certain of
       its equity  method  investees.  The equity method of accounting is utilized
       for  these  investments  based  on the  type of  investment  (e.g.  general
       partnership interest), board representation, participation in a controlling
       investor group,  significant  shareholder  rights or a combination of these
       and  other  factors.   The  Company's   recorded   investments  exceed  its
       proportionate  interests in the book value of the  investees' net assets by
       $95.8 million as of March 31, 1998 (primarily  related to its investment in
       Sprint PCS (see  below)).  Such excess is being  amortized to equity in net
       income  or  loss,  primarily  over a  period  of  twenty  years,  which  is
       consistent with the estimated lives of the underlying  assets. The original
       cost of  investments  accounted for under the equity method  totaled $1.356
       billion and $1.454  billion as of March 31,  1998 and  December  31,  1997,
       respectively.
  
                                          6
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Summarized financial  information for the Company's equity method investees
       is presented below (dollars in millions):
  Sprint                  UK
                                                                         PCS       TCGI     Investees    Other    Combined
  Three Months Ended March 31, 1998:
  
     Combined Results of Operations
       Revenues, net............................................       $141.2     $150.4      $57.3     $290.7     $639.6
       Operating, selling, general and
         administrative expenses................................        478.0      154.1       45.0      316.6      993.7
       Depreciation and amortization............................        122.7       48.0       19.7       29.1      219.5
       Operating loss...........................................       (459.5)     (51.7)      (7.4)     (55.0)    (573.6)
       Net loss (1).............................................       (559.4)     (72.5)     (30.1)     (72.6)    (734.6)
  
     Company's Equity in Net Loss
       Equity in current period net loss........................       ($83.9)    ($10.6)    ($10.4)    ($22.8)   ($127.7)
       Amortization expense.....................................         (0.8)                 (0.2)      (1.0)      (2.0)
                                                                       ------     ------      -----     ------     ------
         Total equity in net loss...............................       ($84.7)    ($10.6)    ($10.6)    ($23.8)   ($129.7)
                                                                       ======     ======      =====     ======     ======
  
  Three Months Ended March 31, 1997:
  
     Combined Results of Operations
       Revenues, net............................................         $4.1      $87.4      $44.5     $201.1     $337.1
       Operating, selling, general and
         administrative expenses................................        185.6       81.2       40.2      213.9      520.9
       Depreciation and amortization............................          9.4       26.4       17.4       30.0       83.2
       Operating loss...........................................       (190.9)     (20.2)     (13.1)     (42.8)    (267.0)
       Net loss (1).............................................       (183.3)     (42.7)     (22.2)     (50.8)    (299.0)
  
     Company's Equity in Net Loss
       Equity in current period net loss (2)....................       ($27.5)     ($6.8)     ($8.4)    ($25.1)    ($67.8)
       Amortization expense.....................................         (0.1)      (0.2)      (0.1)      (1.9)      (2.3)
                                                                       ------     ------      -----     ------     ------
         Total equity in net loss...............................       ($27.6)     ($7.0)     ($8.5)    ($27.0)    ($70.1)
                                                                       ======     ======      =====     ======     ======
  
  Combined Financial Position
  
  As of March 31, 1998:
       Current assets...........................................       $456.8     $600.2      $32.7     $332.3   $1,422.0
       Noncurrent assets........................................      6,440.2    1,856.1      728.2    1,187.5   10,212.0
       Current liabilities......................................        750.5      375.3       74.5      859.6    2,059.9
       Noncurrent liabilities...................................      4,301.9    1,049.4      596.3      623.8    6,571.4
  --------
       (1)  Net loss  also  represents  loss  from  continuing  operations  before
            extraordinary  items and  cumulative  effect of changes in  accounting
            principle.
       (2)  As a result of the acquisition of E!  Entertainment  Television,  Inc.
            ("E!  Entertainment") on March 31, 1997, the Company recorded a charge
            representing  the cumulative  amount that would have been recorded had
            the Company accounted for its investment in E! Entertainment under the
            equity method since the date of initial  investment  (the  "Cumulative
            Charge").    Since   the   Company's   proportionate   share   of   E!
            Entertainment's  cumulative  losses  was in  excess  of the  Company's
            historical cost basis in E! Entertainment and as the Company was under
            no contractual obligation to fund the losses of E! Entertainment,  the
            Cumulative  Charge was limited to the Company's  historical cost basis
            of $12.1  million.  Such amount is included in equity in net losses of
            affiliates  in  the  Company's  condensed  consolidated  statement  of
            operations  and  accumulated  deficit for the three months ended March
            31, 1997 as it is not  significant  for  restatement  of the Company's
            prior year financial statements.
  7
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Sprint  PCS.   The  Company,   Tele-Communications,   Inc.   ("TCI"),   Cox
       Communications, Inc. ("Cox") and Sprint Corporation ("Sprint," and together
       with the Company, TCI and Cox, the "Parents"),  and certain subsidiaries of
       the  Parents  (the   "Partner   Subsidiaries"),   engage  in  the  wireless
       communications  business  through a limited  partnership  known as  "Sprint
       Spectrum" or "Sprint PCS." The Company made its initial  investment in 1994
       and, as of March 31, 1998, holds a general and limited partnership interest
       of 15% in Sprint PCS. The  Company's  investment in Sprint PCS is accounted
       for under the equity  method  based on the  Company's  general  partnership
       interest and its representation on the partnership's board.
  
       The Partner  Subsidiaries have committed to contribute $4.2 billion in cash
       to Sprint PCS through 1999, of which the Company's share is $630.0 million.
       Of this funding requirement,  the Company has made total cash contributions
       to Sprint  PCS of  $609.5  million  through  April 30,  1998.  The  Company
       anticipates  that Sprint PCS'  capital  requirements  over the next several
       years will be significant.  Requirements in excess of committed capital may
       be funded by Sprint PCS  through  external  financing,  including,  but not
       limited to, vendor financing,  bank financing and securities offered to the
       public.
  
       The  proposed  budget for 1998 for Sprint PCS has not yet been  approved by
       the partnership  board, which has resulted in the occurrence of a "Deadlock
       Event" as of January 1, 1998 under the partnership  agreement.  If the 1998
       proposed budget is not approved through resolution  procedures set forth in
       the partnership  agreement,  certain specified  buy/sell  procedures may be
       triggered  which may result in an increase in or the sale of the  Company's
       interest, or, in limited circumstances, the sale of Sprint PCS. Discussions
       among the partners about  restructuring  their  interests in Sprint PCS are
       ongoing.  However,  there is no certainty the discussions  will result in a
       change to the partnership structure.
  
       TCGI.  In  November  1997,  TCGI filed a  registration  statement  with the
       Securities and Exchange Commission to sell 7.3 million shares of TCGI Class
       A Stock  (the  "TCGI  Offering").  As a result  of the TCGI  Offering,  the
       Company  recognized a $59.6 million increase in its proportionate  share of
       TCGI's net assets as a gain from equity offering of affiliate. Such pre-tax
       gain is included  in the  Company's  condensed  consolidated  statement  of
       operations  and  accumulated  deficit for the three  months ended March 31,
       1998 as the Company  records its  proportionate  share of TCGI's net losses
       one quarter in arrears.
  
       As of March 31, 1998,  the Company owns 25.6 million shares of TCGI Class B
       Stock representing a 20.1% voting interest and a 14.7% equity interest (see
       Note 3). The Company  continues  to account for its  interest in TCGI under
       the equity method based on its voting interest  maintained through the TCGI
       Class B Stock,  its  representation  on TCGI's board of  directors  and its
       participation in a TCGI stockholder  agreement granting certain rights to a
       control group.
  
       UK Investees.  As of March 31, 1998,  Comcast UK Cable (see Note 3) holds a
       27.5% interest in Birmingham Cable Corporation Limited and a 50.0% interest
       in Cable London PLC.
  
       Comcast-Spectacor.  Effective  January 1,  1998,  the  Company's  condensed
       consolidated   financial   statements   include  the  accounts  of  Comcast
       Spectacor,  L.P.  ("Comcast-Spectacor"),  an affiliate previously accounted
       for under the equity method, due to certain call rights held by the Company
       which became exercisable effective January 16, 1998.
  
       Other.  The Company's other equity investees  include  investments in cable
       communications   (including   Garden  State   Cablevision   L.P.,  a  cable
       communications  company  serving more than 209,000  subscribers as of March
       31, 1998 in the State of New Jersey),  direct broadcast  satellite  ("DBS")
       services via Primestar  (see below),  cellular/PCS  telecommunications  and
       content providers.  The Company does not consider these other equity method
       investments to be individually  significant to its  consolidated  financial
       position, results of operations or liquidity.
  
       Restructuring of Primestar's Operations.  As of March 31, 1998, the Company
       held a 10.4% general and limited partnership interest in PRIMESTAR Partners
       L.P.  ("Primestar"),  which  is  principally  engaged  in the  business  of
       acquiring,  originating and/or providing  television  programming  services
       delivered by satellite  through a network of  distributors,  including  the
       Company, throughout the United States ("US").
  
                                          8
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       The Company,  through a wholly owned subsidiary,  distributed the Primestar
       DBS service (the "Primestar Service") to subscribers within specified areas
       of 19 states in the US. As of March 31,  1998,  the  Company  provided  the
       Primestar Service to more than 189,000 subscribers.
  
       On February 6, 1998,  the Company  entered  into a Merger and  Contribution
       Agreement (the "Merger and Contribution  Agreement") with Primestar and the
       affiliates  of each of the  other  partners  of  Primestar,  including  TCI
       Satellite Entertainment, Inc. ("TSAT"), a publicly-traded company, pursuant
       to which the Company's DBS operations,  the Company's partnership interests
       in Primestar and the Primestar partnership interests and the DBS operations
       of the other  partners of Primestar  were to be  consolidated  into a newly
       formed  company  ("New  Primestar").  Under  the  terms of the  Merger  and
       Contribution Agreement,  which closed on April 1, 1998, in exchange for the
       Company's DBS operations and equity  interest in Primestar,  New Primestar,
       through a series of  transactions,  assumed  $74.7 million of the Company's
       debt and the Company  received 9.5% of New Primestar  common  equity,  both
       subject to adjustment  based on the number of the Company's  subscribers to
       the Primestar Service,  inventory amounts and other factors.  Subsequent to
       the Merger and Contribution Agreement, New Primestar repaid indebtedness of
       $74.7 million to the Company. Subject to receipt of regulatory approval and
       other  conditions,  TSAT  will  merge  with  and into  New  Primestar  in a
       transaction in which TSAT's outstanding common shares will be exchanged for
       common  shares of New  Primestar.  As of March  31,  1998 and for the three
       months then ended,  the assets and revenues of the Company's DBS operations
       totaled $148.1 million and $33.7 million, respectively.
  
       In June 1997, Primestar entered into an agreement with The News Corporation
       Limited, MCI  Telecommunications  Corporation and American Sky Broadcasting
       LLC ("ASkyB"),  pursuant to which Primestar (or, under certain  conditions,
       New Primestar)  will acquire  certain  assets  relating to a high-power DBS
       business (the "ASkyB Transaction"). In exchange for such assets, ASkyB will
       receive  non-voting  securities of New Primestar  that will be  convertible
       into  non-voting  common stock of New  Primestar,  and,  accordingly,  will
       reduce  the  Company's   common   equity   interest  in  New  Primestar  to
       approximately 7% on a fully diluted basis, subject to adjustment.
  
       The ASkyB Transaction is expected to close in 1998,  subject to the receipt
       of all  necessary  governmental  and  regulatory  approvals,  including the
       approval  of  the  Federal  Communications  Commission.  There  can  be  no
       assurance  that such  approvals  will be  obtained.  On May 12,  1998,  the
       Antitrust  Division of the  Department  of Justice filed a Complaint in the
       United  States  District  Court for the  District  of  Columbia  seeking to
       permanently enjoin the ASkyB Transaction, or, in the alternative, requiring
       that the cable stockholders of New Primestar, including the Company, divest
       their ownership interests in New Primestar.
  
       Fair Value Method
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies,  with an  historical  cost of $132.1  million and $130.0
       million as of March 31,  1998 and  December  31,  1997,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $458.3  million  and $346.5
       million as of March 31,  1998 and  December  31,  1997,  respectively.  The
       unrealized  pre-tax  gains as of March 31,  1998 and  December  31, 1997 of
       $326.2 million and $216.5 million, respectively,  have been reported in the
       Company's   condensed   consolidated   balance  sheet  as  a  component  of
       stockholders'  equity, net of related deferred income tax expense of $114.1
       million and $75.8 million, respectively.
  
  5.   LONG-TERM DEBT
  
       Redemption of 1 1/8% Debentures
       In March 1998,  the Company  completed the redemption of its $541.9 million
       principal amount 1 1/8% discount  convertible  subordinated  debentures due
       2007 (the "1 1/8%  Debentures").  The Company issued 10.4 million shares of
       its  Class A  Special  Common  Stock  upon  conversion  of  $540.2  million
       principal amount of 1 1/8% Debentures  while $1.7 million  principal amount
       of 1 1/8% Debentures was redeemed for cash at a redemption price of 67.112%
       of  the  principal   amount,   together  with  accrued  interest   thereon.
       Stockholders'  equity was increased by the full amount of 1 1/8% Debentures
       converted plus accrued interest,  less unamortized debt acquisition  costs.
       Unamortized  debt  acquisition  costs  related  to  the 1  1/8%  Debentures
       redeemed for cash were not significant. The issuance of the
  
                                          9
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Company's  Class A  Special  Common  Stock  upon  conversion  of the 1 1/8%
       Debentures had no impact on the Company's condensed  consolidated statement
       of cash flows due to its noncash nature.
  
       Interest Rates
       As of March  31,  1998 and  December  31,  1997,  the  Company's  effective
       weighted  average interest rate on its long-term debt outstanding was 8.42%
       and 8.36%, respectively.
  
       Lines of Credit
       As of April 30, 1998, certain  subsidiaries of the Company had unused lines
       of credit of $1.228 billion.  The  availability and use of the unused lines
       of credit is restricted by the covenants of the related debt agreements and
       to subsidiary general purposes and dividend declaration.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made cash  payments  for  interest of $64.1  million and $117.1
       million   during  the  three   months   ended  March  31,  1998  and  1997,
       respectively.
  
       The Company made cash  payments for income taxes of $15.1 million and $18.3
       million   during  the  three   months   ended  March  31,  1998  and  1997,
       respectively.
  
  7.   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.
  
                                         10
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  8.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in millions)
  Domestic
                                                       Cable        Electronic      Cellular       Corporate
                                                  Communications     Retailing   Communications  and Other (1)       Total
  Three Months Ended March 31, 1998
  Revenues, net...............................          $541.2         $544.6         $105.4          $168.6       $1,359.8
  Depreciation and amortization...............           161.9           29.5           28.0            47.9          267.3
  Operating income (loss).....................            87.5           65.7           11.5           (43.7)         121.0
  Interest expense............................            53.5           13.3           27.2            53.6          147.6
  Capital expenditures........................           140.3           19.5            4.4            34.9          199.1
  Equity in net losses of affiliates..........                                                         129.7          129.7
  
  As of March 31, 1998
  Assets......................................        $6,180.3       $2,248.4       $1,455.0        $3,471.4      $13,355.1
  Long-term debt, less current portion........         2,712.0          750.0        1,214.4         1,950.5        6,626.9
  
  Three Months Ended March 31, 1997
  Revenues, net...............................          $501.1         $479.7         $104.1           $45.9       $1,130.8
  Depreciation and amortization...............           138.8           26.8           28.0            18.8          212.4
  Operating income (loss).....................            91.5           52.3            9.7           (32.2)         121.3
  Interest expense............................            56.7           14.0           24.0            38.6          133.3
  Capital expenditures........................           106.6           15.0           17.9            40.5          180.0
  Equity in net losses of affiliates..........                                                          70.1           70.1
  ---------------
  (1)  Other includes certain operating  businesses,  including  Comcast-Spectacor
       (effective  January  1,  1998) and E!  Entertainment  (effective  March 31,
       1997),   the  Company's   consolidated  UK  cable  and   telecommunications
       operations, the Company's DBS operations and elimination entries related to
       the segments presented.
  11
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures have been provided through the Company's  financing  activities and
  sales of long-term  investments,  as well as its existing cash, cash equivalents
  and short-term investments.
  
  General Developments of Business
  
  See Note 3 to the Company's condensed consolidated financial statements included
  in Item 1.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term investments as of March 31,
  1998 were $703.0 million.  As of March 31, 1998, $442.9 million of the Company's
  cash,  cash  equivalents  and  short-term  investments  is  restricted to use by
  subsidiaries of the Company under contractual or other  arrangements,  including
  $164.1 million which is restricted to use by Comcast UK Cable  Partners  Limited
  ("Comcast UK Cable"), a consolidated subsidiary of the Company.
  
  The Company's cash  equivalents and short-term  investments are recorded at cost
  which  approximates  their  fair  value.  As  of  March  31,  1998,   short-term
  investments have a weighted average maturity of approximately three months.
  
  Investments
  See Notes 3 and 4 to the Company's condensed  consolidated  financial statements
  included in Item 1.
  
  The Company does not have any significant  contractual  commitments with respect
  to any of its investments.  However, to the extent the Company does not fund its
  investees'  capital  calls,  it  exposes  itself to  dilution  of its  ownership
  interests. The Company continually evaluates its existing investments as well as
  new investment opportunities.
  
  Financing
  Other  than the  acquisition  of the  cable  television  operations  of the E.W.
  Scripps  Company in  November  1996,  the Company  has  historically  utilized a
  strategy of  financing  its  acquisitions  through  senior debt at the  acquired
  operating  subsidiary level.  Additional financing has also been obtained by the
  Company through the issuance of subordinated  debt at the  intermediate  holding
  company and parent  company  levels and through  public  offerings of subsidiary
  stock and debt  instruments.  As of March 31, 1998 and December  31,  1997,  the
  Company's  long-term debt,  including  current  portion,  was $6.756 billion and
  $6.691 billion,  respectively,  of which 21.7% and 17.1%,  respectively,  was at
  variable  rates. As of April 30, 1998,  certain  subsidiaries of the Company had
  unused  lines of credit of $1.228  billion.  The  availability  and use of these
  unused  lines of credit is  restricted  by the  covenants  of the  related  debt
  agreements and to subsidiary  general purposes and dividend  declaration.  As of
  March 31, 1998 and December 31, 1997, the Company's  effective  weighted average
  interest  rate  on  its  long-term  debt   outstanding   was  8.42%  and  8.36%,
  respectively.
  
  In March 1998,  the  Company  completed  the  redemption  of its $541.9  million
  principal amount 1 1/8% discount  convertible  subordinated  debentures due 2007
  (the "1 1/8% Debentures"). The Company issued 10.4 million shares of its Class A
  Special  Common Stock upon  conversion of $540.2 million  principal  amount of 1
  1/8%  Debentures  while $1.7 million  principal  amount of 1 1/8% Debentures was
  redeemed  for cash at a  redemption  price of 67.112% of the  principal  amount,
  together with accrued interest  thereon.  Stockholders'  equity was increased by
  the full amount of 1 1/8%  Debentures  converted  plus  accrued  interest,  less
  unamortized debt acquisition  costs.  Unamortized debt acquisition costs related
  to the 1 1/8% Debentures redeemed for cash were not significant. The issuance of
  the Company's Class A Special
  
                                         12
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  Common  Stock  upon  conversion  of the 1 1/8%  Debentures  had no impact on the
  Company's  condensed  consolidated  statement  of cash flows due to its  noncash
  nature.
  
                              -------------------------
  
  The telecommunications  industry,  including cable and cellular  communications,
  and the electronic  retailing industry are 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 history of 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 and lines of credit and other external financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  increased  $257.4  million as of March 31, 1998 from
  December  31,  1997 and  increased  $123.6  million  as of March  31,  1997 from
  December 31, 1996. 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 $303.1 million and $197.4
  million for the three  months ended March 31, 1998 and 1997,  respectively.  The
  increase of $105.7 million is  principally  due to the increase in the Company's
  operating  income  before   depreciation  and  amortization   (see  "Results  of
  Operations")  and  changes  in  working  capital  as a result  of the  timing of
  receipts  and  disbursements,  including  the  effects of the  consolidation  of
  Comcast  Spectacor,  L.P.  ("Comcast-Spectacor")  effective January 1, 1998 (see
  Note 4 to the Company's condensed  consolidated financial statements included in
  Item  1)  and  the  acquisition  of  E!  Entertainment  Television,   Inc.  ("E!
  Entertainment") on March 31, 1997 (the "E! Acquisition").
  
  Net cash provided by financing  activities  was $215.0 million and $85.2 million
  for the three  months  ended March 31, 1998 and 1997,  respectively.  During the
  three months  ended March 31,  1998,  the Company  borrowed  $965.2  million and
  repaid $746.8 million of its long-term  debt,  primarily in connection  with the
  refinancing  of certain  subsidiary  indebtedness  in March 1998.  In  addition,
  during the three months ended March 31, 1998,  the Company had net  issuances of
  $5.8 million of its common stock and paid cash  dividends of $8.9 million on its
  common  stock and Class A Preferred  Stock.  During the three months ended March
  31, 1997,  the Company  borrowed  $192.8  million,  including  $132.8 million in
  connection  with the E!  Acquisition,  and repaid $90.9 million of its long-term
  debt.  In addition,  during the three  months ended March 31, 1997,  the Company
  made net repurchases of $7.0 million of its common stock and paid cash dividends
  of $7.9 million on its common stock and Class A Preferred Stock.
  
  Net cash used in investing  activities was $260.7 million and $159.0 million for
  the three months ended March 31, 1998 and 1997,  respectively.  During the three
  months ended March 31,  1998,  net cash used in  investing  activities  includes
  acquisitions, net of cash acquired, of $136.9 million, investments in affiliates
  of $58.3 million and capital expenditures of $199.1 million,  offset by proceeds
  from the sales of  short-term  investments  and call options of $152.7  million.
  During  the three  months  ended  March  31,  1997,  net cash used in  investing
  activities includes the E! Acquisition, net of cash acquired, of $116.5 million,
  investments  in affiliates of $32.4 million and capital  expenditures  of $180.0
  million,  offset  by  proceeds  from  the  sales  of  short-term  and  long-term
  investments  and a  distribution  from an  investee  of $150.4  million  and the
  repayment  of a $25.2  million  loan to Sprint PCS (see Note 4 to the  Company's
  condensed consolidated financial statements included in Item 1).
  
  Results of Operations
  
  The effects of the Company's recent acquisitions, as well as increased levels of
  capital  expenditures,  were to increase  the  Company's  revenues  and expenses
  resulting  in  increases  in  its  operating  income  before   depreciation  and
  amortization,  depreciation expense,  amortization expense and interest expense.
  In addition, the Company's equity in net losses of
  
                                         13
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  affiliates  has  increased  principally  as a result of the  start-up  nature of
  certain of the Company's equity investees (see "Consolidated Analysis").
  
  Summarized  consolidated  financial  information  for the  Company for the three
  months ended March 31, 1998 and 1997 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  Three Months Ended
                                                                         March 31,            Increase / (Decrease)
                                                                     1998         1997           $            %
  Revenues..................................................       $1,359.8     $1,130.8       $229.0        20.3%
  Cost of goods sold from electronic retailing..............          332.4        292.8         39.6        13.5
  Operating, selling, general and administrative expenses...          639.1        504.3        134.8        26.7
                                                                   --------     --------
  Operating income before depreciation and
     amortization (1) ......................................          388.3        333.7         54.6        16.4
  Depreciation..............................................          137.4         95.8         41.6        43.4
  Amortization..............................................          129.9        116.6         13.3        11.4
                                                                   --------     --------
  Operating income..........................................          121.0        121.3         (0.3)       (0.2)
                                                                   --------     --------
  Interest expense..........................................          147.6        133.3         14.3        10.7
  Investment expense (income)...............................            1.3        (12.2)        13.5          NM
  Equity in net losses of affiliates........................          129.7         70.1         59.6        85.0
  Gain from equity offering of affiliate....................          (59.6)                     59.6          NM
  Other (income) expense....................................           (2.5)         8.9        (11.4)         NM
  Income tax expense........................................            0.6          9.9         (9.3)      (93.9)
  Minority interest.........................................          (17.2)       (24.0)        (6.8)      (28.3)
                                                                   --------     --------
  Net loss..................................................         ($78.9)      ($64.7)       $14.2        21.9%
                                                                   ========     ========
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses 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
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  expense  and  amortization  expense,  operating  cash flow is
       frequently  used  as one of  the  bases  for  comparing  businesses  in the
       Company's industries, although the Company's measure of operating cash flow
       may not be  comparable  to similarly  titled  measures of other  companies.
       Operating  cash flow does not purport to  represent  net income or net cash
       provided  by  operating  activities,  as  those  terms  are  defined  under
       generally accepted accounting  principles,  and should not be considered as
       an  alternative  to such  measurements  as an  indicator  of the  Company's
       performance.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  14
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following table sets forth the operating results for the Company's  domestic
  cable communications segment (dollars in millions):
  Three Months Ended
                                                               March 31,                          Increase
                                                         1998             1997               $                %
  Service income...................................     $541.2           $501.1             $40.1            8.0%
  Operating, selling, general and
       administrative expenses.....................      291.8            270.8              21.0            7.8
                                                        ------           ------             ----- 
  Operating income before depreciation
       and amortization (a)........................     $249.4           $230.3             $19.1            8.3%
                                                        ======           ======             =====
  ---------------
  (a) See footnote (1) on page 14
  Of the $40.1 million  increase in service income for the three month period from
  1997 to 1998, $8.5 million is attributable to subscriber  growth,  $24.3 million
  relates to changes in rates,  $3.9  million is  attributable  to growth in cable
  advertising sales and $3.4 million relates to other product offerings.
  
  Of the $21.0 million increase in operating,  selling, general and administrative
  expenses  for the  three  month  period  from  1997 to 1998,  $13.2  million  is
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and  additional  channel  offerings,  $2.0
  million is attributable to growth in advertising  sales and $5.8 million results
  from  increases in the cost of labor,  other volume  related  expenses and costs
  associated with new product offerings. It is anticipated that the Company's cost
  of cable  programming  will  increase in the future as cable  programming  rates
  increase and additional sources of cable programming become available.
  
  Electronic Retailing
  
  The  following  table  sets  forth  the  operating  results  for  the  Company's
  electronic retailing segment,  consisting of the operations of QVC, Inc. and its
  subsidiaries  ("QVC"), a majority owned and controlled subsidiary of the Company
  (dollars in millions):
  Three Months Ended
                                                               March 31,                           Increase
                                                         1998             1997                $               %
  Net sales from electronic retailing..............     $544.6           $479.7             $64.9           13.5%
  Cost of goods sold from electronic retailing.....      332.4            292.8              39.6           13.5
  Operating, selling, general and administrative
       expenses....................................      117.0            107.8               9.2            8.5
                                                        ------           ------             -----
  Operating income before depreciation
       and amortization (a)........................      $95.2            $79.1             $16.1           20.3%
                                                        ======           ======             ===== 
  
  Gross margin.....................................       39.0%            39.0%
                                                        ======           ======
  ---------------
  (a) See footnote (1) on page 14.
  The increase in net sales from  electronic  retailing  of $64.9  million for the
  three month period from 1997 to 1998 is primarily attributable to the effects of
  a 7.5%  increase in the average  number of homes  receiving  QVC services in the
  United  States  ("US")  and a 13.7%  increase  in the  average  number  of homes
  receiving QVC services in the United Kingdom ("UK").
  
                                         15
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  The  increase  in cost of goods  sold from  electronic  retailing  is  primarily
  related to the growth in net sales.
  
  Of the increase in operating,  selling,  general and administrative  expenses of
  $9.2  million for the three  month  period  from 1997 to 1998,  $6.3  million is
  attributable  to higher  variable  costs  associated  with the increase in sales
  volume and $2.8 million is  attributable  to increased  personnel and facilities
  based costs  associated  with Studio Park,  QVC's new production and warehousing
  facility which was opened in the fourth quarter of 1997. The remaining  increase
  is primarily  attributable to expansion in the UK and Germany,  partially offset
  by savings in marketing and promotional costs in the US.
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions):
  Three Months Ended
                                                               March 31,                     Increase/(Decrease)
                                                         1998             1997               $                 %
  Service income...................................     $105.4           $104.1              $1.3            1.2%
  Operating, selling, general and administrative
       expenses....................................       65.9             66.4              (0.5)          (0.8)
                                                        ------           ------              ----
  Operating income before depreciation
       and amortization (a)........................      $39.5            $37.7              $1.8            4.8%
                                                        ======           ======              ====
  ---------------
  (a) See footnote (1) on page 14.
  Of the $1.3 million  increase in service  income for the three month period from
  1997 to 1998,  $2.2 million is  attributable to subscriber  growth,  offset,  in
  part, by a decrease of $0.9 million primarily  attributable to the increased use
  of  promotional  and free  minute  plans  offered to  subscribers.  These  plans
  generally have higher access fees and increase the minutes of use per subscriber
  while lowering the average rate per minute of use.
  
  The $0.5 million  decrease in  operating,  selling,  general and  administrative
  expenses for the three month period from 1997 to 1998 is primarily  attributable
  to  improved  bad debt  experience  as a result of  stronger  credit  procedures
  offset,  in part, by an increase in commission  costs associated with more gross
  sales in 1998.
  
  Consolidated Analysis
  
  The $41.6 million  increase in  depreciation  expense for the three month period
  from  1997  to  1998  is  primarily  attributable  to  the  effects  of  capital
  expenditures,  increased  losses  on  asset  disposals  in  connection  with the
  Company's domestic cable communications rebuild activities and the consolidation
  of Comcast-Spectacor.
  
  The $13.3 million  increase in  amortization  expense for the three month period
  from 1997 to 1998 is primarily  attributable to the effects of the consolidation
  of Comcast-Spectacor.
  
  The $14.3 million  increase in interest  expense for the three month period from
  1997 to 1998 is attributable  to the effects of capitalized  interest during the
  three months ended March 31, 1997, the consolidation of  Comcast-Spectacor,  the
  E!  Acquisition  and an increase in the  Company's  effective  weighted  average
  interest rate, offset, in part, by lower levels of debt outstanding. 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.
  
  In March 1998,  the Company sold call  options  relating to its  investments  in
  Tele-Communications,  Inc.  ("TCI"),  TCI Ventures Group, Inc. and Liberty Media
  Group common stock  (together,  the "TCI  Stock") for $20.7  million.  Such call
  options expire between March and September  1999.  During the three months ended
  March 31, 1998, the Company 
  
                                         16
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  recorded  $14.6  million of  investment  expense  related to the increase in the
  value of the call  options.  In  addition,  as of March 31,  1998,  the  Company
  recorded an unrealized gain related to the TCI Stock, net of deferred income tax
  expense,  of  $27.6  million  to  its  condensed   consolidated  balance  sheet,
  representing the increase in fair value of the TCI Stock during the three months
  ended March 31, 1998. In February 1997, the Company sold options to acquire 25.0
  million shares of Nextel Communications,  Inc. ("Nextel") common stock to Nextel
  for $25.0  million and  recognized  a pre-tax gain of $5.0  million.  In January
  1997, the Company sold 1.27 million shares of Time Warner,  Inc. ("Time Warner")
  common stock,  representing  the Company's  entire interest in Time Warner,  for
  $48.6 million and recognized a pre-tax loss of $3.8 million. The pre-tax gain on
  the sale of the Nextel  options and the pre-tax  loss on the sale of Time Warner
  common stock are included in net  investment  expense  (income) in the Company's
  condensed  consolidated  statement of operations and accumulated deficit for the
  three months ended March 31, 1997.
  
  The $59.6 million  increase in equity in net losses of affiliates  for the three
  month  period from 1997 to 1998 is  primarily  due to the  effects of  increased
  losses  incurred by Sprint  PCS.  Based on Sprint PCS'  current  operations  and
  business plan, the Company  anticipates that its  proportionate  share of Sprint
  PCS' losses will be  significant  in future periods (see Note 4 to the Company's
  condensed  consolidated financial statements included in Item 1). As a result of
  the E!  Acquisition,  the Company recorded a charge  representing the cumulative
  amount  that  would  have  been  recorded  had  the  Company  accounted  for its
  investment in E! Entertainment under the equity method since the date of initial
  investment (the "Cumulative Charge"). Since the Company's proportionate share of
  E!  Entertainment's  cumulative losses was in excess of the Company's historical
  cost  basis in E!  Entertainment  and as the  Company  was under no  contractual
  obligation to fund the losses of E!  Entertainment,  the  Cumulative  Charge was
  limited to the Company's historical cost basis of $12.1 million.  Such amount is
  included  in  equity in net  losses of  affiliates  in the  Company's  condensed
  consolidated  statement  of  operations  and  accumulated  deficit for the three
  months ended March 31, 1997.
  
  In  November  1997,  Teleport   Communications  Group,  Inc.  ("TCGI")  filed  a
  registration  statement with the Securities and Exchange  Commission to sell 7.3
  million shares of TCGI Class A Stock (the "TCGI  Offering").  As a result of the
  TCGI  Offering,   the  Company  recognized  a  $59.6  million  increase  in  its
  proportionate  share of TCGI's  net  assets as a gain from  equity  offering  of
  affiliate. Such pre-tax gain is included in the Company's condensed consolidated
  statement of operations and accumulated deficit for the three months ended March
  31, 1998 as the Company records its proportionate share of TCGI's net losses one
  quarter in arrears.
  
  The $11.4 million decrease in other expense for the three month period from 1997
  to 1998 is primarily  attributable to the effects of fluctuations in the foreign
  currency exchange rate.
  
  The $9.3 million  decrease in income tax expense for the three month period from
  1997 to 1998 is  primarily  a  result  of the  effects  of the  increase  in the
  Company's loss before income tax expense and minority  interest and decreases in
  non-deductible  foreign  losses  and  non-deductible  equity  in net  losses  of
  affiliates.
  
  The $6.8 million  decrease in minority  interest for the three month period from
  1997 to 1998 is  primarily  attributable  to the  effects  of changes in the net
  income   (loss)  of   Comcast   UK  Cable   and  QVC,   the   consolidation   of
  Comcast-Spectacor and the E! Acquisition.
  
  For the three months ended March 31, 1998 and 1997, the Company's  earnings (net
  loss plus income tax expense, equity in net losses of affiliates,  fixed charges
  (interest  expense) and  distributions  from  investees) were $199.0 million and
  $150.4 million, respectively. Such earnings were adequate to cover the Company's
  fixed  charges  (including  interest  capitalized  of $8.6 million for the three
  months ended March 31, 1997) of $147.6  million and $141.9 million for the three
  months  ended  March 31,  1998 and 1997,  respectively.  Fixed  charges  include
  non-cash interest  expense,  net of interest  capitalized,  of $14.5 million and
  $17.0 million for the three months ended March 31, 1998 and 1997, respectively.
  
  The  Company  believes  that  its  losses  will  not  significantly  affect  the
  performance of its normal business activities because of its existing cash, cash
  equivalents and short-term investments, its ability to generate operating income
  before  depreciation  and  amortization  and  its  ability  to  obtain  external
  financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
                                         17
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   LEGAL PROCEEDINGS
  
       The  Company  is not  party to  litigation  which,  in the  opinion  of the
       Company's management,  will have a material adverse effect on the Company's
       financial position, results of operations or liquidity.
  
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
  
       (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
            10.1 Agreement and Plan of  Amalgamation  dated as of February 4, 1998
                 among NTL  Incorporated,  NTL  (Bermuda)  Limited  and Comcast UK
                 Cable Partners Limited  (incorporated by reference to Exhibit 2.1
                 to the Comcast UK Cable Partners  Limited  Current Report on Form
                 8-K filed on February 10, 1998).
  
            27.1 Financial Data Schedule.
  
       (b)  Reports on Form 8-K - none.
  
                                         18
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                            QUARTER ENDED MARCH 31, 1998
  
                                      SIGNATURE
  
       Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                                    COMCAST CORPORATION
                                                    ------------------------------
  
                                                    /S/ LAWRENCE S. SMITH
                                                    ------------------------------
                                                    Lawrence S. Smith
                                                    Executive Vice President
                                                    (Principal Accounting Officer)
  
  Date: May 14, 1998
  
                                         19