EXHIBIT 5.2

                   PEPPER, HAMILTON & SCHEETZ
                       Attorneys at Law

                     3000 Two Logan Square
                   Eighteenth & Arch Streets
             Philadelphia, Pennsylvania 19103-2799

                         215-981-4000

             Fax: 215-981-4750   Twx: 710-670-0777

                       December 18, 1996




Comcast Corporation
1500 Market Street
Philadelphia, PA 19102

              Re:   Comcast Corporation 1996 Deferred
                    Compensation Plan

Ladies and Gentlemen:

          We have acted as special counsel to Comcast Corporation
(the "Company") in connection with the registration by the
Company under the Securities Act of 1933, as amended (the "1933
Act"), of obligations ("Deferred Compensation Obligations") which
may be incurred by the Company pursuant to the Comcast
Corporation 1996 Deferred Compensation Plan (the "Plan"), and the
filing with the Securities and Exchange Commission (the
"Commission") of a registration statement on Form S-8 relating to
the Deferred Compensation Obligations (the "Registration
Statement").

          As such special counsel, we have made such legal and
factual examinations and inquiries as we have deemed necessary or
appropriate for purposes of this opinion, and have made such
additional assumptions as are set forth below.

          The Plan document states that the Plan was established
to permit non-employee directors and eligible employees to defer
the receipt of compensation otherwise payable to such outside
directors and eligible employees in accordance with the terms of
the Plan.  The Plan is unfunded and states that it is maintained
primarily for the purpose of providing deferred compensation to
outside directors and to a select group of management or highly
compensated employees.  For the purpose of this opinion, we have
assumed that (1) the Plan was duly adopted by the Company on
August 15, 1996 and amended and restated, effective December 10,
1996 in its current form on December 10, 1996, and (2) the Plan
is maintained primarily for the purpose of providing deferred
compensation to non-employee directors and to a select group of
management or highly compensated employees.

          By its express terms, the Plan potentially results in a
deferral of income by employees for periods extending to the
termination of covered employment or beyond.  Accordingly, the
Plan is an "employee pension benefit plan" described in section
3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").  However, as a Plan that is unfunded and
maintained primarily for the purpose of providing deferred
compensation to outside directors and to a select group of
management or highly compensated employees, the Plan is subject
to parts 1 and 5 of Title I of ERISA, but not to any other
provisions of ERISA.

          The Plan is not designed or operated with the purpose
of satisfying the requirements for qualification under section
401(a) of the Internal Revenue Code of 1986, as amended.

          Parts 1 and 5 of Title I of ERISA do not impose any
specific written requirements on non-qualified deferred
compensation arrangements such as the Plan as a condition to
compliance with the applicable provisions of ERISA.  Further, the
operation of the Plan pursuant to the written provisions of the
Plan will not cause the Plan to fail to comply with parts 1 or 5
of Title I of ERISA.

          On the basis of the foregoing, we are of the opinion
that the provisions of the written document constituting the Plan
comply with the requirements of ERISA pertaining to such
provisions.

          This opinion letter is issued as of the date hereof and
is limited to the laws now in effect, and in all respects is
subject to and may be limited by future legislation, as well as
by future case law.  We assume no responsibility to keep this
opinion current or to supplement it to reflect facts or
circumstances which may hereafter come to our attention or any
changes in laws which may hereafter occur.

          We hereby expressly consent to the filing of this
opinion with the Commission as an exhibit to the Registration
Statement.  In giving this consent, we do not thereby admit that
we are in the category of persons whose consent is required under
Section 7 of the 1933 Act or the Rules and Regulations of the
Commission.

                                  Very truly yours,

                                  Pepper, Hamilton & Scheetz

                                  By: ANDREW J. RUDOLPH
                                     -------------------------
                                      A Partner