As filed with the Securities and Exchange Commission on January 31, 2001
Registration No. 333-54032
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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COMCAST CORPORATION
(Exact name of Registrant as specified in its charter)

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Pennsylvania 23-1709202
-------------- ------------
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) See Table of Additional Registrants Identification Number)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)

William E. Dordelman, Vice President
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

-----------------------

Copies of communications to:
Richard A. Drucker, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

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Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, please check the
following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

-----------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================

Additional Registrants

Comcast Corporation Trust I Delaware To be applied for
Comcast Corporation Trust II Delaware To be applied for
Comcast Corporation Trust III Delaware To be applied for
(Exact name of registrant as Specified (State of Other Jurisdiction or Incorporation (I.R.S. Employer Identification No.)
in its Charter) or Organization)

EXPLANATORY NOTE

The purpose of this Amendment No. 1 is to file the Exhibits to the
Registration Statement as set forth below in Item 16 of Part II.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

All of the expenses in connection with the offering are as follows:

Securities and Exchange Commission registration fee................ $1,000,000
Legal fees and expenses............................................ 75,000 *
Printing and engraving fees........................................ 50,000 *
Accountants' fees and expenses..................................... 25,000 *
Miscellaneous...................................................... 25,000 *
----------
Total......................................................... $1,175,000 *
==========

- -------------------
* Estimated

Item 15. Indemnification of Directors and Officers.

Sections 1741 through 1750 of Subchapter C, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") contain provisions
for mandatory and discretionary indemnification of a corporation's directors,
officers and other personnel, and related matters.

Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee or agent of the corporation or serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
proceeding, has no reasonable cause to believe his conduct was unlawful. Under
Section 1743, indemnification is mandatory to the extent that the director,
officer, employee or agent has been successful on the merits or otherwise in
defense of any action or proceeding relating to third-party or derivative
actions if the appropriate standards of conduct are met.

Section 1742 provides for indemnification in derivative actions except in
respect of any claim, issue or matter as to which the person has been adjudged
to be liable to the corporation unless and only to the extent that the proper
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expense that the court deems proper.

Section 1744 provides that, unless ordered by a court, any indemnification
under Sections 1741 or 1742 shall be made by the corporation as authorized in
the specific case upon a determination that the representative met the
applicable standard of conduct set forth in those sections and such
determination shall be made by the board of directors by majority vote of a
quorum of directors not parties to the action or proceeding; if a quorum is not

obtainable or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or by the shareholders.

Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.

Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by
the court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by this Subchapter of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding that office.

Section 1747 also grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred
by him in his capacity as officer or director, whether or not the corporation
would have the power to indemnify him against the liability under this
Subchapter of the BCL.

Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Sections 1741-1750 of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.

Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Sections 1741-1750 of the BCL shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.

For information regarding provisions under which a director or officer of
the Company may be insured or indemnified in any manner against any liability
which he may incur in his capacity as such, reference is made to Article VII of
the Company's By-Laws.

Item 16. Exhibits.

The following exhibits are filed as part of the Registration Statement:

Exhibit
Number Description
- ------- -----------

1.1 Form of Underwriting Agreement (Debt Securities, Warrants, Purchase Contracts and Units)
(Incorporated by reference to the corresponding exhibit to our Registration Statement on Form
S-3 (File No. 333-81391)).

1.2 Form of Underwriting Agreement (Preferred Stock, Depositary Shares, Common Stock)
(Incorporated by reference to the corresponding exhibit to our Registration Statement on Form
S-3 (File No. 333-81391)).

1.3 Form of Underwriting Agreement (Preferred Securities) (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

3.1 Amended and Restated By-Laws (Incorporated by reference to
Exhibit 3(ii) to our Annual Report on Form 10-K for the year
ended December 31, 1993).

Exhibit
Number Description
- ------- -----------
4.1 Senior Indenture dated as of June 15, 1999 between the Company and The Bank of New York
(as successor in interest to Bank of Montreal Trust Company), as Trustee (Incorporated by
reference to the corresponding exhibit to our Registration Statement on Form S-3
(File No. 333-81391)).

4.2 Subordinated Indenture dated as of June 15, 1999 between the Company and Bankers Trust
Company, as Trustee (Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-3 (File No. 333-81391)).

4.3 Certificate of Trust of Comcast Corporation Trust I (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.4 Certificate of Trust of Comcast Corporation Trust II (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.5 Certificate of Trust of Comcast Corporation Trust III (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.6 Declaration of Trust of Comcast Corporation Trust I (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.7 Declaration of Trust of Comcast Corporation Trust II (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.8 Declaration of Trust of Comcast Corporation Trust III (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.9 Form of Amended and Restated Declaration of Trust for each of Comcast Corporation Trust I,
Comcast Corporation Trust II and Comcast Corporation Trust III (Incorporated by reference to
the corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.10 Form of Senior Debt Security (Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-3 (File No. 333-81391)).

4.11 Form of Subordinated Debt Security (Incorporated by reference to the corresponding exhibit to
our Registration Statement on Form S-3 (File No. 333-81391)).

4.12 Form of Preferred Security (included in Exhibit 4.9)

4.13 Form of Preferred Securities Guarantee with respect to Preferred Securities (Incorporated by
reference to the corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-
81391)).

4.14 Form of Purchase Contract Agreement relating to Purchase Contracts (to be included in Exhibit
4.15).

4.15* Form of Unit Agreement.

4.16 Form of Warrant Agreement for Warrants sold separately (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.17 Form of Warrant for Warrants sold separately (included in Exhibit 4.16).

Exhibit
Number Description
- ------- -----------

4.18 Form of Warrant Agreement for Warrants sold attached to other Securities (Incorporated by
reference to the corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-
81391)).

4.19 Form of Warrant for Warrants sold attached to other Securities (included in Exhibit 4.18).

4.20 Form of Pledge Agreement (Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-3 (File No. 333-81391)).

4.21 Form of Deposit Agreement (Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-3 (File No. 333-81391)).

4.22 Form of Depositary Share (included in Exhibit 4.21).

5.1** Opinion of Arthur R. Block, Esquire.

5.2** Opinion of Davis Polk & Wardwell.

5.3** Opinion of Richards, Layton & Finger.

12.1*** Statement re: Computation of Ratios of Earnings to Fixed Charges and Combined Fixed Charges
and Preferred Dividends.

23.1*** Consent of Deloitte & Touche LLP.

23.2*** Consent of KPMG LLP.

23.3 Consent of Arthur R. Block, Esquire (included in Exhibit 5.1).

23.4 Consent of Davis Polk & Wardwell (included in Exhibit 5.2).

23.5 Consent of Richards, Layton & Finger (included in Exhibit 5.3).

24.1*** Powers of Attorney.

25.1*** Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
New York, as Trustee under the Senior Indenture.

25.2** Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Bankers Trust
Company, as Trustee under the Subordinated Indenture.

25.3* Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the
Institutional Trustee for Comcast Corporation Trust I.

25.4* Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the
Institutional Trustee for Comcast Corporation Trust II.

25.5* Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the
Institutional Trustee for Comcast Corporation Trust III.

- -------------------
* To be filed with subsequent Current Report on Form 8-K.

** Filed herewith.

*** Previously filed with this Registration Statement.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

1. (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that subparagraphs (a) (i) and (a) (ii) shall not apply
to the extent that information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") that are incorporated by reference in the
Registration Statement.

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

3. If the securities to be registered are to be offered at competitive
bidding, the undersigned registrant hereby undertakes (1) to use its best
efforts to distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus which
at that time meets the requirements of Section 10(a) of the Securities Act, and
relating to the securities offered at competitive bidding, as contained in the
Registration Statement, together with any supplements thereto, and (2) to file
an amendment to the Registration Statement reflecting the results of bidding,
the terms of the reoffering and related matters to the extent required by the
applicable form, not later thin the first use, authorized by the issuer after
the opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by
the issuer and no reoffering of such securities by the purchasers is proposed
to be made.

4. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the

registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Comcast
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Philadelphia, Pennsylvania, on the 31st day of January,
2001.

COMCAST CORPORATION

By: /s/ William E. Dordelman
--------------------------------
William E. Dordelman,
Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----
-
*
- --------------------------- Chairman and Director January 31, 2001
Ralph J. Roberts

*
- --------------------------- Vice Chairman and Director January 31, 2001
Julian A. Brodsky

*
- --------------------------- President (Principal Executive
Brian L. Roberts Officer) and Director January 31, 2001

*
- --------------------------- Executive Vice President and
John R. Alchin Treasurer (Principal Financial
Officer) January 31, 2001

*
- --------------------------- Senior Vice President
Lawrence J. Salva (Principal Accounting Officer) January 31, 2001

Signature Title Date
--------- ----- ----

*
- --------------------------- Director January 31, 2001
Gustave G. Amsterdam

*
- --------------------------- Director January 31, 2001
Sheldon M. Bonovitz

*
- --------------------------- Director January 31, 2001
Joseph L. Castle II

*
- --------------------------- Director January 31, 2001
Felix G. Rohatyn

*
- --------------------------- Director January 31, 2001
Bernard C. Watson

*
- --------------------------- Director January 31, 2001
Irving A. Wechsler

*
- --------------------------- Director January 31, 2001
Anne Wexler

By: /s/William E. Dordelman
- ---------------------------
William E. Dordelman
Attorney in fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Comcast
Corporation Trust I, Comcast Corporation Trust II and Comcast Corporation Trust
III certify that they have reasonable grounds to believe that they meet all of
the requirements for filing on Form S-3 and that they have duly caused this
Registration Statement or amendment thereto to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Newark, State of
Delaware, and the City of Philadelphia and State of Pennsylvania on 31st day of
January, 2001.

COMCAST CORPORATION TRUST I

By: /s/ Donald J. Puglisi
---------------------------------
Name: Donald J. Puglisi
Title: Trustee

By: /s/ William E. Dordelman
---------------------------------
Name: William E. Dordelman
Title: Trustee

COMCAST CORPORATION TRUST II

By: /s/ Donald J. Puglisi
---------------------------------
Name: Donald J. Puglisi
Title: Trustee

By: /s/ William E. Dordelman
---------------------------------
Name: William E. Dordelman
Title: Trustee

COMCAST CORPORATION TRUST III

By: /s/ Donald J. Puglisi
---------------------------------
Name: Donald J. Puglisi
Title: Trustee

By: /s/ William E. Dordelman
---------------------------------
Name: William E. Dordelman
Title: Trustee

EXHIBIT INDEX

Exhibit
Number Description
- ------- -----------

1.1 Form of Underwriting Agreement (Debt Securities, Warrants, Purchase Contracts and
Units) (Incorporated by reference to the corresponding exhibit to our Registration
Statement on Form S-3 (File No. 333-81391)).

1.3 Form of Underwriting Agreement (Preferred Securities) (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

3.1 Amended and Restated By-Laws (Incorporated by reference to Exhibit 3(ii) to our Annual
Report on Form 10-K for the year ended December 31, 1993).

4.1 Senior Indenture dated as of June 15, 1999 between the Company and The Bank of New York
(as successor in interest to Bank of Montreal Trust Company), as Trustee (Incorporated by
reference to the corresponding exhibit to our Registration Statement on Form S-3
(File No. 333-81391)).

4.3 Certificate of Trust of Comcast Corporation Trust I (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.4 Certificate of Trust of Comcast Corporation Trust II (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.5 Certificate of Trust of Comcast Corporation Trust III (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.6 Declaration of Trust of Comcast Corporation Trust I (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.7 Declaration of Trust of Comcast Corporation Trust II (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.8 Declaration of Trust of Comcast Corporation Trust III (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.10 Form of Senior Debt Security (Incorporated by reference to the corresponding exhibit to
our Registration Statement on Form S-3 (File No. 333-81391)).

4.11 Form of Subordinated Debt Security (Incorporated by reference to the corresponding
exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

E-1

Exhibit
Number Description
- ------- -----------

4.12 Form of Preferred Security (included in Exhibit 4.9).

4.13 Form of Preferred Securities Guarantee with respect to Preferred Securities (Incorporated
by reference to the corresponding exhibit to our Registration Statement on Form S-3 (File
No. 333-81391)).

4.14 Form of Purchase Contract Agreement relating to Purchase Contracts (to be included in
Exhibit 4.15).

4.15* Form of Unit Agreement.

4.16 Form of Warrant Agreement for Warrants sold separately (Incorporated by reference to the
corresponding exhibit to our Registration Statement on Form S-3 (File No. 333-81391)).

4.17 Form of Warrant for Warrants sold separately (included in Exhibit 4.16) (Incorporated by
reference to the corresponding exhibit to our Registration Statement on Form S-3 (File No.
333-81391)).

4.18 Form of Warrant Agreement for Warrants sold attached to other Securities (Incorporated
by reference to the corresponding exhibit to our Registration Statement on Form S-3 (File
No. 333-81391)).

4.19 Form of Warrant for Warrants sold attached to other Securities (included in Exhibit 4.18).

4.20 Form of Pledge Agreement (Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-3 (File No. 333-81391)).

4.21 Form of Deposit Agreement (Incorporated by reference to the corresponding exhibit to our
Registration Statement on Form S-3 (File No. 333-81391)).

4.22 Form of Depositary Share (included in Exhibit 4.21).

5.1** Opinion of Arthur R. Block, Esquire.

5.2** Opinion of Davis Polk & Wardwell.

5.3** Opinion of Richards, Layton & Finger.

12.1*** Statement re: Computation of Ratios of Earnings to Fixed Charges and to Combined Fixed
Charges and Preferred Dividends.

23.1*** Consent of Deloitte & Touche LLP.

23.2*** Consent of KPMG LLP.

23.3 Consent of Arthur R. Block, Esquire (included in Exhibit 5.1).

23.4 Consent of Davis Polk & Wardwell (included in Exhibit 5.2).

23.5 Consent of Richards, Layton & Finger (included in Exhibit 5.3).

24.1*** Powers of Attorney.

25.1*** Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of
New York, as Trustee under the Senior Indenture.

E-2

Exhibit
Number Description
- ------- -----------

25.2** Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Bankers Trust
Company, as Trustee under the Subordinated Indenture.

25.3* Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the
Institutional Trustee for Comcast Corporation Trust I.

25.4* Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the
Institutional Trustee for Comcast Corporation Trust II.

25.5* Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the
Institutional Trustee for Comcast Corporation Trust III.

- -------------------
* To be filed with subsequent Current Report on Form 8-K.

** Filed herewith.

*** Previously filed with this Registration Statement.

E-3