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

As filed with the Securities and Exchange Commission on July 16, 1996
                                           Registration No. 333-06161



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              ___________________


                               AMENDMENT NO. 1
                                      TO
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     Under

                          The Securities Act of 1933

                              ___________________


                              COMCAST CORPORATION
            (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
                                (215) 665-1700
              (Address including zip code, and telephone number,
       including area code, of registrant's principal executive offices)


                                John R. Alchin
                      Senior Vice President and Treasurer
                              1500 Market Street
                          Philadelphia, PA 19102-2148
                                (215) 665-1700
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                                  Copies to:
                             Bruce K. Dallas, Esq.
                             Davis Polk & Wardwell
                             450 Lexington Avenue
                           New York, New York 10017
                                (212) 450-4000


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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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 statement number of the earlier effective registration statement
for the same offering.
If delivery for the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

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.


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

Information contained herein is  subject  to  completion  or  amendment.  A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission.  These Securities may not be  sold  nor
may  offers to buy be accepted prior to the time the registration statement
becomes effective.  This prospectus shall not constitute an offer  to  sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would  be
unlawful  prior  to registration or qualification under the securities laws
of any such State.


                     SUBJECT TO COMPLETION, JULY 16, 1996

   PROSPECTUS
                              Comcast Corporation
                                    [Logo]

                         Class A Special Common Stock

   This Prospectus relates to shares of Class A Special Common Stock, $1.00
par value (the "Class A Special Common Stock"), of Comcast Corporation (the
"Company") to be offered from time to time for the account of one or more of
the selling shareholders named herein (the "Selling Shareholders") and their
permitted pledgees, donees and counterparties (collectively, the "Permitted
Transferees"), including (i) up to 3,496,821 shares (the "Merger Shares") of
Class A Special Common Stock that were received by the Selling Shareholders in
connection with the consummation of the Sports Venture Merger (as defined
below), (ii) up to 1,332,077 shares (the "Conversion Shares") of Class A
Special Common Stock issuable upon the conversion, if any, of shares (the
"Preferred Shares") of 5% Series A Convertible Preferred Stock, without par
value, of the Company (the "Series A Convertible Preferred Stock") that were
received by certain of the Selling Shareholders in connection with the
consummation of the Sports Venture Merger and (iii) such indeterminate
additional number of shares (together with the Merger Shares and the
Conversion Shares, the "Shares") of Class A Special Common Stock as may become
issuable upon adjustment of the conversion ratio applicable to the conversion
of the Preferred Shares pursuant to the terms of the Series A Convertible
Preferred Stock.  See "Selling Shareholders" and "Description of Capital
Stock--Preferred Stock."

   The Shares may be sold from time to time by the Selling Shareholders and
the Permitted Transferees.  Such sales may be made in the over-the-counter
market or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions.  The
Shares may be sold by means of one or more of the following types of
transactions:  (i) a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (iv) direct sales to
purchasers; (v) underwritten transactions; and (vi) if applicable, an exchange
distribution in accordance with the rules of such exchange.  In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for
other broker-dealers to participate in the sales.  See "Plan of Distribution."
The Company will not receive any proceeds from the sale of Shares offered
hereby but will bear certain expenses thereof.  See "Use of Proceeds."

      The Selling Shareholders, the Permitted Transferees, broker-dealers and
any other participating broker-dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and any fees, discounts or commissions received by them in connection
with sales of the Shares may be deemed to be underwriting compensation under
the Securities Act.  See "Plan of Distribution."

      Generally, all costs, fees and expenses incurred in connection with the
registration of the sale of the Shares will be borne by the Company.  Any
underwriting or brokerage fees, discounts or commissions attributable to sales
of the Shares will be borne by the Selling Shareholders or the Permitted
Transferees, as the case may be.  The Company has agreed to indemnify the
Selling Shareholders and the Permitted Transferees against certain civil
liabilities, including certain liabilities arising under the Securities Act.
See "Plan of Distribution."

      The Class A Special Common Stock is quoted on the Nasdaq National Market
("Nasdaq") under the symbol "CMCSK."  On July 15, 1996, the last reported sale
price of the Class A Special Common Stock was $15.625 per share.

   See "Risk Factors," commencing on page 4 of this Prospectus, for a
discussion of certain factors which should be considered by prospective
purchasers of Shares offered hereby.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
         PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is       , 1996.



   No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company.  This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.  Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.


                             AVAILABLE INFORMATION

      The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act
with respect to the Shares (together with all amendments, exhibits and
schedules thereto, the "Registration Statement").  This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, to which reference is
hereby made.  Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete; with
respect to each contract, agreement or other document filed as an exhibit to
the Registration Statement, reference is made to such exhibit for a more
complete description of the matter involved.

      The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Commission.
The Registration Statement as well as the periodic reports, proxy statements
and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, or at its regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, 13th Floor, New York, New York 10048.  Copies of such material can be
obtained in person from the public reference section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.  The
Commission also maintains a Web site on the internet (http://www.sec.gov) that
contains reports, proxy and information statements and other information filed
by the Company.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by the Company with the Commission (File
No.: 0-6983) pursuant to the Exchange Act are incorporated by reference in
this Prospectus:

   (a)  the Company's Annual Report on Form 10-K for the year ended December
31, 1995;

   (b)  the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;

   (c)  the Company's Current Reports on Form 8-K as filed on February 12,
1996, April 10, 1996, May 9, 1996 and May 28, 1996; and

   (d)  the Company's Registration Statement on Form 8-A/A filed on July 16,
1996.


   All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares contemplated hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated by reference or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

   The information relating to the Company contained in this Prospectus should
be read together with the information in the documents incorporated by
reference.

   The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all documents incorporated in this Prospectus by reference,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in those documents.  Requests for such copies should
be directed to:  Comcast Corporation, Attn:  Treasurer, 1500 Market Street,
Philadelphia, PA  19102-2148, (215) 665-1700.



                                 RISK FACTORS

   Prospective investors should consider carefully the following factors in
addition to other information set forth or incorporated by reference in this
Prospectus in evaluating an investment in the Shares offered hereby.  In
addition, certain information included or incorporated by reference in this
Prospectus is forward-looking.  Such forward-looking information involves
important risks and uncertainties that could cause actual future results to
differ significantly from those expressed in any forward-looking statements
made by, or on behalf of, the Company.  These risks and uncertainties include,
but are not limited to, those described below and other uncertainties relating
to economic conditions, acquisitions and divestitures, government and
regulatory policies, the pricing and availability of equipment, materials,
inventories and programming, technological developments and changes in the
competitive environment in which the Company operates.

      Recent and Anticipated Losses; Stockholders' Deficiency.  In recent
years, the Company has experienced significant growth both through strategic
acquisitions and growth in its existing businesses.  The effects of these
acquisitions have been to increase significantly the Company's revenues and
expenses, resulting in substantial increases in operating income before
depreciation and amortization, depreciation and amortization expense and net
interest expense.  As a result of the increases in depreciation and
amortization expense and interest expense associated with these acquisitions
and their financing, it is expected that the Company will continue to recognize
substantial losses for the foreseeable future.  Losses before extraordinary
items and the cumulative effect of accounting changes for the years ended
December 31, 1993, 1994 and 1995 and for the three months ended March 31, 1995
and 1996 were $98.9 million, $75.3 million, $37.8 million, $628,000 and $34.6
million, respectively.  Principally as a result of these losses and the
effects of extraordinary items and the cumulative effect of accounting
changes, the Company had a stockholders' deficiency as of March 31, 1996 of
$891.6 million.  It is anticipated that this stockholders' deficiency will
increase through the date of consummation of the Scripps Transaction (as
defined below).  See "The Company--Recent Developments--Scripps Cable."  It is
not expected that the stockholders' deficiency will significantly affect the
way the Company does business or its ability to obtain financing.  Following
the consummation of the Scripps Transaction, it is anticipated that the
Company will have stockholders' equity as a result of the anticipated issuance
of shares of Class A Special Common Stock in connection therewith.  On a pro
forma basis for the Scripps Transaction, as of March 31, 1996, the Company had
stockholders' equity of $702.6 million.

      The Company realized operating income before depreciation and
amortization of $606.4 million, $576.3 million, $1.019 billion, $219.6 million
and $270.1 million for the years ended December 31, 1993, 1994 and 1995 and
for the three months ended March 31, 1995 and 1996, respectively.  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 and
amortization expense, operating cash flow is frequently used as one of the
bases for comparing the Company's businesses.  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.  As a result of the Company's
operating income before depreciation and amortization, its existing cash
balances, lines of credit and other financing resources, the Company believes
that it will meet its current and long-term liquidity and capital
requirements, including fixed charges.

      Factors Affecting Future Operations.  The cable television and cellular
telephone communications industries, as well as the Company's electronic
retailing operations, may be affected by, among other things: (i) changes in
government law and regulation; (ii) changes in the competitive environment;
(iii) changes in technology; (iv) franchise related matters; (v) market
conditions that may adversely affect the availability of debt and equity
financing; and (vi) general economic conditions.

      The cable television and cellular telephone communications industries
are subject to extensive regulation at the federal, state and local levels.
No assurance can be given as to what future actions Congress or the Federal
Communications Commission ("FCC") or other regulatory authorities may take or
the effects thereof on the cable television or cellular telephone
communications industries in general or on the Company in particular.

      The cable television and cellular telephone communications industries
are highly competitive and subject to technological change.  It is not
possible to predict the effects of such competition or such technological
change on these industries in general or on the Company in particular.

      Cable television companies operate under franchises granted by local
authorities that are subject to renewal and renegotiation from time to time.
No assurance can be given as to future franchise renewals.

      Possible Volatility of Stock Price; Dilution.  No prediction can be made
as to the effect, if any, that future market sales of the Class A Special
Common Stock or the availability of such stock for sale will have on the
prevailing market price of the Class A Special Common Stock.  Sales of a
significant amount of the Class A Special Common Stock could adversely affect
the market price of such stock.

      The Company's Board of Directors has authorized a market repurchase
program (the "Repurchase Program") pursuant to which the Company may
repurchase up to an aggregate of $500 million of the Class A Special Common
Stock and the Company's Class A Common Stock, $1.00 par value (the "Class A
Common Stock"), from time to time, in the open market or in private
transactions, subject to market conditions.  The Repurchase Program is
intended to decrease the level of dilution to the Company's stockholders that
will arise as a result of the Scripps Transaction.  See "The Company--Recent
Developments--Scripps Cable."  Such repurchases may affect the market price of
the Class A Special Common Stock.

      Absence of Voting Rights; Principal Shareholder.  Except in certain
limited circumstances, the holders of the Class A Special Common Stock are not
entitled to vote, while the Class A Common Stock entitles its holders to one
vote per share and the Company's Class B Common Stock, $1.00 par value (the
"Class B Common Stock"), entitles its holders to 15 votes per share.  Sural
Corporation ("Sural") is the sole owner of all of the outstanding shares of
Class B Common Stock (8,786,250 shares outstanding as of March 31, 1996).  As
of such date, Sural also owned 1,845,037 shares of Class A Common Stock and
5,315,772 shares of Class A Special Common Stock.  Based upon the number of
shares of Class A Common Stock and Class B Common Stock outstanding as of March
31, 1996, Sural is entitled to cast approximately 80% of the votes which all
shareholders are entitled to cast.  Ralph J. Roberts, the Chairman of the
Board of Directors of the Company, controls Sural and, in addition, as of March
31, 1996, was the beneficial owner of 835,325 shares of Class A Special Common
Stock and 319,070 shares of Class A Common Stock, excluding shares issuable
upon the exercise of options.  In addition, as of such date, Mr. Roberts held
options to purchase 658,125 shares of Class B Common Stock and 5,180,559
shares of Class A Special Common Stock.  Mr. Roberts' ownership, directly and
through Sural, allows Mr. Roberts to control substantially all actions to be
taken by the Company's shareholders, including the election of directors to
the Company's Board of Directors.  This voting control may have the effect of
discouraging offers to acquire the Company because the consummation of any
such acquisition would effectively require the consent of Mr. Roberts and may
preclude holders of the Company's common stock from receiving any premium
above market price for their shares that may be offered in connection with any
attempt to acquire control of the Company.

      Anti-Takeover Effects of Certain Provisions of the Company's Articles of
Incorporation and By-Laws.  Certain provisions of the Company's articles of
incorporation and by-laws could have the effect of making it more difficult
for a third party to acquire, or discouraging a third party from acquiring, a
majority of the outstanding capital stock of the Company and could make it
more difficult to consummate certain types of transactions involving an actual
or potential change of control in the Company, such as a merger, tender offer
or proxy contest.  The most significant of these provisions is the disparate
voting rights of the Company's common stock described above.  Additionally,
shares of preferred stock may be issued in the future without further
shareholder approval and upon such terms and conditions, and having such
rights, privileges and preferences as the Company's Board of Directors may
determine.

      Risks Associated With International Investments.  The Company has made,
and intends to continue to consider making, investments in companies located
outside the United States ("US").  Such investments are subject to risks and
uncertainties relating to the economic, social and political climate of those
countries.  Risks specifically related to foreign investments may include
risks of fluctuation in currency valuation, expropriation, confiscatory
taxation and nationalization, increased regulation and approval requirements
and governmental regulation limiting returns to foreign investors.

      Dividend Policy.  The Company began paying quarterly dividends on its
Class A Common Stock in 1977.  Since 1978, the Company has paid equal
dividends on both the Class A Common Stock and the Class B Common Stock.
Since December 1986, when the Class A Special Common Stock was issued, the
Company has paid equal per share dividends on shares of all classes of its
common stock.

      It is the intention of the Company's Board of Directors to continue to
pay regular quarterly cash dividends on all classes of its common stock.  The
declaration and payment of future dividends on the Company's common stock, on
the Series A Convertible Preferred Stock and on any preferred stock
subsequently issued and their amounts depend upon the results of operations,
financial condition and capital needs of the Company, contractual restrictions
on the Company and its subsidiaries and other factors.  The Company is a
holding company and its ability to pay cash dividends will depend on its
ability to receive cash dividends, advances and other payments from its
subsidiaries.  Certain agreements to which certain of the Company's
subsidiaries are a party contain restricted payment provisions that limit the
amount of cash dividends, advances and other payments that those subsidiaries
may pay to the Company.


                                  THE COMPANY

   Unless the context indicates otherwise, information contained herein gives
effect to the consummation of the Sports Venture Acquisition (as defined
below).  See "--Recent Developments--Regional Sports Venture."

Business

      The Company is principally engaged in the development, management and
operation of wired and wireless telecommunications and the provision of
content.  Wired telecommunications includes cable and telecommunications
services in the US and the United Kingdom ("UK").  Wireless telecommunications
includes cellular services, personal communications services, provided through
the Company's investment in Sprint Spectrum (as defined below), and direct to
home satellite television.  Content is provided through QVC, Inc. and its
subsidiaries ("QVC"), an electronic retailer, Comcast Content & Communications
Corporation and other programming investments.  The Company's consolidated
domestic cable operations served more than 3.4 million subscribers and passed
more than 5.5 million homes as of March 31, 1996.  The Company owns a 50%
interest in Garden State Cablevision L.P., a cable communications company
serving approximately 201,000 subscribers and passing approximately 293,000
homes as of March 31, 1996.  In the UK, a subsidiary of the Company, Comcast
UK Cable Partners Limited, holds ownership interests in four cable and
telephony businesses that collectively have the potential to serve over 1.6
million homes.  The Company provides cellular telephone communications
services pursuant to licenses granted by the FCC in markets with an aggregate
population of over 8.3 million, including the area in and around the City of
Philadelphia, Pennsylvania, the State of Delaware and a significant portion of
the State of New Jersey.  Through QVC, the Company markets a wide variety of
products and reaches over 54 million homes across the US and an additional
five million in the UK.  See "--Recent Developments."

      The Company was organized in 1969 under the laws of the Commonwealth of
Pennsylvania and has its principal executive offices at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148, (215) 665-1700.

Recent Developments

   Regional Sports Venture.  On July   , 1996, the Company completed its
acquisition (the "Sports Venture Acquisition") of an interest of approximately
66% in Philadelphia Flyers Limited Partnership, a Pennsylvania limited
partnership ("PFLP"), the assets of which, after giving effect to the Sports
Venture Acquisition, consist of (i) the National Basketball Association
("NBA") franchise to own and operate the Philadelphia 76ers basketball team and
related assets (the "Sixers"), (ii) the National Hockey League ("NHL")
franchise to own and operate the Philadelphia Flyers hockey team and related
assets, and (iii) two adjacent arenas, leasehold interests in and development
rights related to the land underlying such arenas and other adjacent parcels
of land located in Philadelphia, Pennsylvania (collectively, the "Arenas").
Concurrently with the completion of the Sports Venture Acquisition, PFLP was
renamed Comcast Spectacor, L.P. ("Comcast Spectacor").

   The Sports Venture Acquisition was completed in two steps.  In April 1996,
the Company purchased the Sixers from Mr. Harold Katz for $125.0 million in
cash plus assumed net liabilities of approximately $11.0 million through a
partnership controlled by the Company.  To complete the Sports Venture
Acquisition, the Company contributed its interest in the Sixers, exchanged the
Merger Shares and the Preferred Shares and paid $15.0 million in cash for its
current interest in Comcast Spectacor.  See "Selling Shareholders."  The
remaining interest of approximately 34% in Comcast Spectacor is owned by a
group of persons including Edward M. Snider ("Snider"), the former majority
owner of PFLP.  A company owned by Snider manages Comcast Spectacor.  In
connection with the Sports Venture Acquisition, Comcast Spectacor assumed the
outstanding liabilities relating to the Sixers and the Arenas, including a
mortgage obligation of approximately $155.0 million.  The Company anticipates
that it will account for its interest in Comcast Spectacor under the equity
method.

   Sprint Spectrum.  Effective as of January 1996, the Company,
Tele-Communications, Inc., Cox Communications, Inc. and Sprint Corporation
(collectively, the "Parents"), and certain subsidiaries of the Parents,
entered into a series of agreements relating to their joint venture to engage
in the communications business announced in March 1995.  Under an Amended and
Restated Agreement of Limited Partnership of MajorCo, L.P. (known as "Sprint
Spectrum"), the business of Sprint Spectrum will be the provision of wireless
telecommunications services and will not include the previously authorized
business of providing local wireline communications services to residences and
businesses.  A partnership owned entirely by subsidiaries of the Company owns
15% of Sprint Spectrum.  The Company accounts for its investment in Sprint
Spectrum under the equity method.

   Scripps Cable.  In October 1995, the Company announced its agreement to
acquire the cable television operations ("Scripps Cable") of The E.W. Scripps
Company in exchange for shares of the Company's Class A Special Common Stock,
worth $1.575 billion, subject to certain closing adjustments (the "Scripps
Transaction").  Scripps Cable passes approximately 1.2 million homes and
serves approximately 800,000 subscribers, with over 60% of the subscribers
located in Sacramento, California and Chattanooga and Knoxville, Tennessee.
The acquisition is expected to close in the third quarter of 1996, subject to
shareholder and regulatory approval and certain other conditions.



                                USE OF PROCEEDS

   The Company will not receive any proceeds from the sales hereunder of the
Shares but will bear certain of the expenses thereof.  See "Plan of
Distribution."

                             SELLING SHAREHOLDERS

   The Shares are being offered for the account of one or more of the Selling
Shareholders and the Permitted Transferees.  Each of the Selling Shareholders
and Permitted Transferees may offer any Shares it holds in separate
transactions or in a single transaction.  The Merger Shares and the Preferred
Shares were issued to the Selling Shareholders in connection with the
consummation of the Sports Venture Acquisition, pursuant to an agreement and
plan of merger (the "Sports Venture Merger Agreement") among the Company, a
wholly owned subsidiary of the Company (the "Merger Subsidiary"), Philadelphia
Hockey Club, Inc., a Pennsylvania corporation ("PHCI"), Spectrum, Ltd., a
Pennsylvania corporation ("Spectrum"), and each of the Selling Shareholders.
Pursuant to the Sports Venture Merger Agreement, PHCI and Spectrum were merged
with and into the Merger Subsidiary (the "Sports Venture Merger").  Any or all
of the Preferred Shares are convertible into shares of Class A Special Common
Stock at the option of the holders of the Preferred Shares, subject to certain
conditions.  The number of Conversion Shares issued upon conversion of the
Preferred Shares into Class A Special Common Stock is subject to certain
anti-dilution adjustments.  See "Description of Capital Stock--Preferred
Stock."  Prior to the Sports Venture Merger, all of the outstanding capital
stock of PHCI was owned by Snider and all of the outstanding capital stock of
Spectrum was owned by the Selling Shareholders other than Snider.  Immediately
prior to the completion of the Sports Venture Acquisition, PHCI and Spectrum
owned an aggregate 44.89% partnership interest in PFLP.  See "The
Company--Recent Developments--Regional Sports Venture."

   Upon consummation of the Sports Venture Merger (the "Effective Time"),
the Selling Shareholders beneficially owned an aggregate of
4,828,898 shares of Class A Special Common Stock, including 1,332,077 shares
of Class A Special Common Stock into which the Preferred Shares are
convertible (prior to any anti-dilution adjustments).  The number of shares of
Class A Special Common Stock beneficially owned by each Selling Shareholder
(prior to any anti-dilution adjustments) is set forth in the table below.


                                                     Percentage of
                           Class A Special              Class A
                           Common Stock(1)       Special Common Stock
Name
- ----------------------
                                                
Edward M. Snider......            3,686,231            1.9%(2)
Jay T. Snider.........              303,652               *
Lindy L. Snider ......              273,114               *
Tina S. Escoll .......              277,518               *
Craig A. Snider.......              136,557               *
Samuel Snider.........             75,913(3)              *
Sarena Snider.........             75,913(4)              *




* Less than 1%.

(1) Includes with respect to each such Selling Shareholder the following
   numbers of shares of Class A Special Common Stock into which Preferred
   Shares that were received in the Sports Venture Merger are convertible
   (prior to any anti-dilution adjustments):  Edward M.  Snider, 1,045,587;
   Jay T.  Snider, 0;  Lindy L.  Snider, 121,288;  Tina S.  Escoll,
   104,558;  Craig A.  Snider, 60,644;  Samuel Snider, 0; and Sarena
   Snider, 0.  Immediately prior to the consummation of the Sports Venture
   Merger, none of the Selling Shareholders beneficially owned any shares
   of Class A Special Common Stock.

(2) Represents the number of shares of Class A Special Common Stock
   beneficially owned by Edward M. Snider as of the Effective Time (prior
   to any anti-dilution adjustments) expressed as a percentage of (a) all
   shares of Class A Special Common Stock actually outstanding as of March
   31, 1996, plus (b) the number of shares of Class A Special Common Stock
   beneficially owned by Edward M. Snider as of the Effective Time (prior
   to any anti-dilution adjustments).

(3) Samuel Snider is a minor child of Edward M. Snider and his spouse Martha
   Snider for whom Martha Snider acts as custodian with respect to the shares
   listed above.

(4) Sarena Snider is a minor child of Edward M. Snider and his spouse Martha
   Snider for whom Martha Snider acts as custodian with respect to the shares
   listed above.


   Pursuant to the terms of the Sports Venture Merger Agreement, sales of
Shares by the Selling Shareholders  and the Permitted Transferees during
certain blackout periods are prohibited if under Federal or state securities
law the Company would be required, in order to permit such sales, to disclose
material information not otherwise required to be disclosed and the Company in
good faith determines that such disclosure would be materially adverse to the
Company or to a proposed or pending transaction.  Any such blackout period may
not exceed 45 days in length, and blackouts may be exercised a maximum of two
times during any consecutive 12-month period, subject to certain exceptions
and conditions.  In addition, pursuant to the Sports Venture Merger Agreement,
the Selling Shareholders have agreed, and have agreed to cause their Permitted
Transferees to agree, not to offer, sell, contract to sell or otherwise
dispose of any Shares or Preferred Shares, including any sale pursuant to Rule
144 under the Securities Act, or engage in any transaction the direct or
indirect economic consequence of which is to transfer the ownership of such
shares (other than to a Permitted Transferee), for the period of time
requested by the managing underwriter or underwriters participating in an
underwritten public offering of Class A Special Common Stock or any
securities convertible into Class A Special Common Stock, but in no event
to exceed the 14 days prior to, and the 90 days beginning on, the date of
the commencement of such offering, if and to the extent requested by the
managing underwriter or underwriters participating in such offering of the
Company and other holders of 5% or less of the outstanding shares of Class
A Special Common Stock (or securities convertible into 5% or less of the
outstanding shares of Class A Special Common Stock) who possess
registration rights with respect to such securities.  The Sports Venture
Merger Agreement also provides that each Selling Shareholder will not,
prior to the second anniversary of the consummation of the Sports Venture
Merger, transfer or enter into an agreement or arrangement which will
result in the transfer of that number of Merger Shares and Preferred Shares
(or Conversion Shares into which such Preferred Shares are converted), the
aggregate value of which, calculated as of the Effective Time, is more than
50% of the aggregate value of such Selling Shareholder's Merger Shares and
Preferred Shares (or Conversion Shares into which such Preferred Shares are
converted) as of the Effective Time.


                         DESCRIPTION OF CAPITAL STOCK

   The statements made under this caption include summaries of certain
provisions contained in the Company's articles of incorporation (the "Articles
of Incorporation") and by-laws (the "By-Laws").  These statements do not
purport to be complete and are qualified in their entirety by reference to the
Articles of Incorporation and By-Laws.

   The authorized capital stock of the Company consists of 500,000,000 shares
of Class A Special Common Stock; 200,000,000 shares of Class A Common Stock;
50,000,000 shares of Class B Common Stock; and 20,000,000 shares of preferred
stock, without par value (the "Preferred Stock").  As of March 31, 1996, there
were 192,662,145 shares of Class A Special Common Stock, 35,114,511 shares of
Class A Common Stock, 8,786,250 shares of Class B Common Stock and no shares
of Preferred Stock outstanding.


Common Stock

   Dividends.  Subject to the preferential rights of any Preferred Stock then
outstanding, the holders of Class A Special Common Stock, Class A Common Stock
and Class B Common Stock (collectively, the "Common Stock") are entitled to
receive pro rata per share such cash dividends as from time to time may be
declared by the Company's Board of Directors out of funds legally available
therefor.  The Articles of Incorporation provide that stock dividends on, or
stock splits of, any class of Common Stock shall not be paid or issued unless
paid or issued on all classes of Common Stock, in which case they are to be
paid or issued only in shares of that class or in shares of either Class A
Common Stock or Class A Special Common Stock.  The Company may, however,
subject to the discretion of the Board of Directors, (i) make distributions to
shareholders of equity interests in the Company or other entities in which
holders of each of the three classes of Common Stock would receive different
classes of such equity interests with relative rights equivalent to the
existing relative rights of the three existing classes and (ii) adopt plans of
merger, asset transfer, division, share exchange or recapitalization
accomplishing the same result.

   Voting Rights.  The holders of the Class A Special Common Stock are not
entitled to vote in the election of directors or otherwise, except as required
by applicable law, in which case, each holder of Class A Special Common Stock
shall be entitled to one vote per share.  Under applicable law, holders of
Class A Special Common Stock have voting rights in the event of certain
amendments to the Articles of Incorporation and certain mergers and other
fundamental corporate changes.  Each holder of Class A Common Stock has one
vote per share and each holder of Class B Common Stock has 15 votes per share.
Except in such instances where the holders of Class A Special Common Stock are
expressly entitled to vote under applicable law, only the holders of the Class
A Common Stock and the Class B Common Stock are entitled to vote,
and such holders vote as a single class.  Neither the holders of Class A
Common Stock nor the holders of Class B Common Stock have cumulative voting
rights.  See "Risk Factors--Absence of Voting Rights;  Principal
Shareholder."

   Conversion of Class B Common Stock.  The Class B Common Stock is
convertible on a share-for-share basis into either the Class A Common Stock or
the Class A Special Common Stock at the option of the holder.  Such conversion
rights of holders of Class B Common Stock are subject to adjustment in certain
circumstances upon the occurrence of certain events in order to prevent the
dilution of the conversion rights and the voting rights of the holders of
Class B Common Stock.

   Liquidation.  In the event of the liquidation, dissolution or winding up,
either voluntary or involuntary, of the Company, the holders of Class A
Special Common Stock, Class A Common Stock and Class B Common Stock are
entitled to receive, subject to any liquidation preference of any Preferred
Stock then outstanding, the remaining assets, if any, of the Company in
proportion to the number of shares held by them, respectively, without regard
to class.

   Miscellaneous.  The holders of Class A Special Common Stock, Class A Common
Stock and Class B Common Stock do not have any preemptive rights, except that
if the right to subscribe to stock or options or warrants to purchase stock is
offered or granted to all holders of Class A Special Common Stock or Class A
Common Stock, parallel rights must be given to all holders of Class B Common
Stock.  No decrease in the number of shares of any class of Common Stock
resulting from a combination or consolidation of shares or other capital
reclassification may be made unless parallel action is taken with respect to
each other class of Common Stock, so that the number of shares of each class
of Common Stock outstanding is decreased proportionately.

   All shares of Class A Special Common Stock (including all shares of the
Class A Special Common Stock offered hereby), Class A Common Stock and Class B
Common Stock presently outstanding are fully paid and non-assessable.  The
Company has been advised that the Class A Special Common Stock and Class A
Common Stock are exempt from existing Pennsylvania personal property tax.

   The Class A Special Common Stock and the Class A Common Stock are quoted on
Nasdaq under the symbols "CMCSK" and "CMCSA," respectively.  There is no
established public trading market for the Class B Common Stock.

   The transfer agent and registrar for the Class A Special Common Stock and
Class A Common Stock is The Bank of New York, One Wall Street, New York, New
York 10286.

Preferred Stock

   The Board of Directors of the Company is authorized to issue in one or more
series up to a maximum of 20,000,000 shares of Preferred Stock.  Preferred
Stock may be issued with such designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion or exchange rights
and other special or relative rights as the Board of Directors shall from
time to time fix by resolution.  As of the Effective Time, there were 6,370
shares of Series A Convertible Preferred Stock outstanding.

   Series A Convertible Preferred Stock

   Rank.  The Series A Convertible Preferred Stock is subject to the creation
of securities that will rank prior to, on a parity with, or junior to the
Series A Convertible Preferred Stock as to the payment of dividends and as to
distribution of assets upon liquidation, dissolution or winding up.

   Dividends.  Each holder of Series A Convertible Preferred Stock is entitled
to receive, out of funds legally available therefor, cumulative cash dividends
at the annual rate of $250.00 per share, payable quarterly in arrears.

   Liquidation.  In the event of the liquidation, dissolution or winding up,
whether voluntary or involuntary, of the Company, the holders of the Series A
Convertible Preferred Stock are entitled to receive an amount in cash equal to
$5,000.00 per share plus an amount equal to all dividends accrued and unpaid
thereon to the date fixed for final distribution, before any payment or
distribution of the assets of the Company will be made on the Common Stock or
on any class or series of capital stock of the Company ranking junior to the
Series A Convertible Preferred Stock.

   Redemption.  The Series A Convertible Preferred Stock may not be redeemed
by the Company prior to July   , 1999.  Beginning July   , 1999, the Series A
Convertible Preferred Stock may be redeemed in whole or in part at the option
of the Company, out of funds legally available therefor, at a redemption price
of $5,000.00 in cash per share plus accrued and unpaid dividends, without
interest, if the average market price per share of Class A Special Common
Stock for any 20 trading days during any period of 30 consecutive trading days
exceeds 130% of the conversion price during such period, provided that notice
of any such redemption must be provided to the holders within the 15-day
period immediately following the last day of any such 30-day period.  The
initial conversion price is $23.91, based on an initial conversion ratio of
209.1175, as described below.  See "--Conversion."  Beginning July   , 2001,
the Company may redeem the Series A Convertible Preferred Stock, in whole or
in part, out of funds legally available therefor, at a redemption price of
$5,250.00 in cash per share, declining by $50.00 for every full 12-month
period after July   , 2001 and prior to July   , 2006, plus accrued and unpaid
dividends, without interest, if the average market price per share of Class A
Special Common Stock for any 20 trading days during any period of 30
consecutive trading days exceeds the conversion price (which will initially be
$23.91, based on the initial conversion ratio) during such period, provided
that notice of any such redemption must be provided to the holders within the
15-day period immediately following the last day of any such 30-day period.
Beginning July   , 2006, the Series A Convertible Preferred Stock may be
redeemed in whole or in part at the option of the Company, out of funds
legally available therefor, at a redemption price of $5,000.00 in cash per
share plus accrued and unpaid dividends, without interest, irrespective of the
market price of the Class A Special Common Stock.

   Conversion.  The Series A Convertible Preferred Stock is convertible at any
time and from time to time prior to the date of redemption, in whole or in
part, at the option of the holders thereof, into shares of Class A Special
Common Stock at an initial ratio of 209.1175 shares of Class A Special Common
Stock for each share of Series A Convertible Preferred Stock, subject to
certain conditions.  No fractional shares of Series A Convertible Preferred
Stock may be converted, and no fractional shares of Class A Special Common
Stock will be issued upon conversion of the Series A Convertible Preferred
Stock.  Settlement of any fractional shares of Class A Special Common Stock
will be made in cash based upon the then current market price of Class A
Special Common Stock.

   The initial conversion ratio will be adjusted in case of certain events,
including (i) the issuance of shares of the Company's capital stock as a
dividend or distribution on the Class A Special Common Stock; (ii) the
subdivision or combination of Class A Special Common Stock or the issuance of
shares of capital stock by reclassification of the Class A Special Common
Stock; (iii) the issuance to all holders of Class A Special Common Stock of
certain rights or warrants (other than pursuant to a shareholder rights plan)
to subscribe for or purchase Class A Special Common Stock at a price less than
its then current market value (or to subscribe for or purchase securities
convertible into Class A Special Common Stock having an effective exercise
price per share of Class A Special Common Stock less than its then current
market value); and (iv) the distribution to all holders of Class A Special
Common Stock of evidences of indebtedness, assets (excluding regular cash
dividends, dividends payable in capital stock referred to in clause (i) above,
and distributions declared in the ordinary course), or rights or warrants
(other than pursuant to a shareholder rights plan and other than rights or
warrants referred to in clause (iii) above) to subscribe for or purchase any
of the Company's securities.

   If the Company is party to a merger or consolidation, a sale of all or
substantially all of its assets or a recapitalization of the Class A Special
Common Stock (excluding any transaction as to which clause (i) or (ii) of the
immediately preceding paragraph applies), in each case as a result of which
shares of Class A Special Common Stock will be converted into the right to
receive stock, securities or other property, each share of Series A
Convertible Preferred Stock that is not converted into the right to receive
stock, securities or other property in such transaction will thereafter be
convertible into the kind and amount of shares of stock, securities and other
property receivable upon the consummation of such transaction by a holder of
that number of shares or fraction thereof of Class A Special Common Stock into
which one share of Series A Convertible Preferred Stock was convertible
immediately prior to such transaction.

   Voting Rights.  The holders of Series A Convertible Preferred Stock are not
entitled to any voting rights except as otherwise provided by the Articles of
Incorporation or by law.


                             PLAN OF DISTRIBUTION

      The Shares may be sold from time to time by the Selling Shareholders and
the Permitted Transferees.  Such sales may be made in the over-the-counter
market or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions.  The
Shares may be sold by means of one or more of the following types of
transactions:  (i) a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (iv) direct sales to
purchasers; (v) underwritten transactions; and (vi) if applicable, an exchange
distribution in accordance with the rules of such exchange.  In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for
other broker-dealers to participate in the sales.

   In connection with distributions of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers.  In
connection with such transactions, broker-dealers may engage in short sales
of the Shares registered hereunder in the course of hedging the positions they
assume with Selling Shareholders.  The Selling Shareholders may also sell
shares of Class A Special Common Stock short and redeliver the Shares to close
out such short positions.  The Selling Shareholders may also enter into
exchange-based listed option transactions.  The Selling Shareholders may also
loan or pledge the Shares registered hereunder to a broker-dealer and the
broker-dealer may sell the Shares so loaned or upon a default the
broker-dealer may effect sales of the pledged Shares pursuant to this
Prospectus.  The Selling Shareholders may also donate the Shares to a donee and
the donee may sell the Shares so donated.

      Broker-dealers or agents may receive compensation in the form of fees,
discounts or commissions from Selling Shareholders in amounts to be negotiated
in connection with any sale.  The Selling Shareholders, the Permitted
Transferees, such broker-dealers and any other participating broker-dealers
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales, and any such fee, discount or commission may be
deemed to be underwriting compensation under the Securities Act.  In addition,
any Shares which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.

   Generally all costs, fees and expenses incurred in connection with the
registration of the sale of the Shares will be borne by the Company.  Any
underwriting or brokerage fees, discounts or commissions attributable to sales
of the Shares, out of pocket expenses of the Selling Shareholders or the
Permitted Transferees, and any stock transfer taxes payable on resale of the
Shares will be borne by the Selling Shareholders or the Permitted Transferees,
as the case may be.  The Company, the Selling Shareholders and the Permitted
Transferees may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.  The
Company has agreed to indemnify the Selling Shareholders and the Permitted
Transferees and the Selling Shareholders have agreed, and have agreed to cause
the Permitted Transferees, to indemnify the Company against certain
liabilities in connection with the offering of the Shares, including
liabilities arising under the Securities Act.

                                 LEGAL MATTERS

   The validity of the Shares has been passed upon for the Company by Arthur
R. Block, Esq., Senior Deputy General Counsel of the Company.

                                    EXPERTS

   The consolidated financial statements and the related financial statement
schedule of Comcast Corporation and its subsidiaries as of December 31, 1995
and 1994 and for each of the three years ended December 31, 1995, incorporated
in this Prospectus by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.

   The Company's consolidated financial statements include amounts for QVC,
Comcast International Holdings, Inc. ("Comcast International") and Garden
State Cablevision L.P.  ("Garden State").  Other auditors have audited the
consolidated financial statements of QVC as of December 31, 1995 and for the
eleven-month period then ended, the consolidated financial statements of
Comcast International as of December 31, 1994 and for the two years then
ended, and the financial statements of Garden State as of December 31, 1994
and for the two years then ended.  The reports of such auditors with respect
to the financial statements of QVC, Comcast International and Garden State
were relied upon by Deloitte & Touche LLP for the purpose of its report with
respect to the consolidated financial statements of the Company described
above, insofar as such report relates to amounts included in the Company's
consolidated financial statements for QVC, Comcast International and Garden
State for the periods specified in the Company's consolidated financial
statements.

   The combined financial statements of Scripps Cable as of December 31, 1995
and 1994 and for each of the years ended December 31, 1995, 1994 and 1993,
included in Amendment Number 3 dated May 10, 1996 to the Report on Form 8-K of
The E.W. Scripps Company dated December 28, 1995 and incorporated by reference
in this Prospectus, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution.

   The following table sets forth all fees and expenses payable by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby (other than underwriting discounts and commissions).
All such fees and expenses, except the Commission registration fee and the
Nasdaq listing fee, are estimated.




                                                           
    Securities and Exchange Commission registration fee            $  30,733

      Nasdaq listing fee...............................               17,500

      Legal fees and expenses..........................               25,000

      Accounting fees and expenses.....................               25,000

    Blue sky fees and expenses (including counsel fees)                7,500

      Printing expenses................................               25,000

      Miscellaneous....................................               10,000
                                                                 -----------
            Total......................................            $ 140,733
                                                                 ===========



Item 15.  Indemnification of Directors and Officers.

   Sections 1741 through 1750 of Subchapter D, 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 expenses 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 directors, 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 By-Laws filed as an exhibit herewith.


Item 16.  Exhibits




     Exhibit                                                      Description
     Number
- ---------------------------------------------------------------------------------------------------------------------
                   
      3(ii)           Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3(ii) to the
                      Company's Annual Report on Form 10-K for the year ended December 31, 1993).
      4.1(a)          Restated Articles of Incorporation filed on July 24, 1990 (incorporated by reference to Exhibit
                      3.1(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1995).
      4.1(b)          Amendment to Restated Articles of Incorporation filed on July 14, 1994 (incorporated by reference
                      to Exhibit 3.1(b) of the Company's Annual Report on Form 10-K for the year ended December
                      31, 1995).
      4.1(c)          Amendment to Restated Articles of Incorporation filed on July 12, 1995 (incorporated by reference
                      to Exhibit 3.1(c) of the Company's Annual Report on Form 10-K for the year ended December
                      31, 1995).
      4.1(d)          Amendment to Restated Articles of Incorporation filed on June 24, 1996.
      4.1(e)          Form of Statement of Designations, Preferences and Rights of 5% Series A Convertible Preferred
                      Stock of the Company.
       4.2            Specimen Class A Special Common Stock Certificate (incorporated by reference to Exhibit 4(2) to
                      the Company's Annual Report on Form 10-K for the year ended December 31, 1986).
        5             Opinion of Arthur R. Block, Esq.
       23.1           Consent of Deloitte & Touche LLP.
       23.2           Consent of Deloitte & Touche LLP.
       23.3           Consent of KPMG Peat Marwick LLP.
       23.4           Consent of Arthur Andersen LLP.
       23.5           Consent of Arthur Andersen LLP.
       23.6           Consent of Arthur R. Block, Esq. (included in Exhibit 5).
       24*            Powers of attorney (included in Part II of the Registration Statement).
       99.1           Report of Independent Public Accountants to QVC, Inc., as of December 31, 1995 and for the
                      eleven-month period then ended (incorporated by reference to Exhibit 99.1 to the Company's
                      Annual Report on Form 10-K for the year ended December 31, 1995).
       99.2           Report of Independent Public Accountants to Garden State Cablevision L.P., as of December 31,
                      1994 and 1993 and for the years then ended (incorporated by reference to Exhibit 99.2 to the
                      Company's Annual Report on Form 10-K for the year ended December 31, 1995).
       99.3           Report of Independent Public Accountants to Comcast International Holdings, Inc., as of
                      December 31, 1994 and 1993 and for the years then ended (incorporated by reference to Exhibit
                      99.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994).

_________
* Previously filed.



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;

            (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.  Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the
         total dollar value of securities offered would not exceed that which
         was registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         a 20% change in the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in the effective Registration
         Statement; and

            (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 with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
of 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.  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, (1) to use its best efforts to distribute prior to the opening of
bids, to prospective bidders, underwriter, 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 than
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.  For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

   5.  For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.

   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 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 Securities Act and will be governed
by the final adjudication of such issue.


                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Amendment to the
Registration Statement to be signed on its behalf by the Undersigned,
thereunto duly authorized, in the City of Philadelphia, Commonwealth of
Pennsylvania on July 16, 1996.


                                           COMCAST CORPORATION


                                           By:   /s/ Arthur R. Block
                                                 -------------------
                                                     Arthur R. Block
                                                     Vice President
                                                     and Senior
                                                     Deputy General Counsel


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




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

         *                         Chairman of the Board of
- -------------------------------
Ralph J. Roberts                   Directors; Director

         *                         Vice Chairman of the Board of
- -------------------------------
Julian A. Brodsky                  Directors; Director

         *                         President; Director (Principal
- -------------------------------
Brian L. Roberts                   Executive Officer)

         *                         Executive Vice President
- -------------------------------
Lawrence S. Smith                  (Principal Accounting Officer)

         *                         Senior Vice President, Treasurer
- -------------------------------
John R. Alchin                     (Principal Financial Officer)

                                   Director
- -------------------------------
Daniel Aaron

         *                         Director
- -------------------------------
Gustave G. Amsterdam


         *                         Director
- -------------------------------
Sheldon M. Bonovitz

         *                         Director
- -------------------------------
Joseph L. Castle II

         *                         Director
- -------------------------------
Bernard C. Watson

         *                         Director
- -------------------------------
Irving A. Wechsler

         *                         Director
- -------------------------------
Anne Wexler

*By:    /s/ Arthur R. Block
- -------------------------------
            Arthur R. Block,
            Attorney-in-fact

Dated:  July 16, 1996




                                 EXHIBIT INDEX





     Exhibit                                                      Description
     Number
- ---------------------------------------------------------------------------------------------------
                 
      3(ii)           Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3(ii) to the
                      Company's Annual Report on Form 10-K for the year ended December 31, 1993).
      4.1(a)          Restated Articles of Incorporation filed on July 24, 1990 (incorporated by reference to Exhibit
                      3.1(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1995).
      4.1(b)          Amendment to Restated Articles of Incorporation filed on July 14, 1994 (incorporated by reference
                      to Exhibit 3.1(b) of the Company's Annual Report on Form 10-K for the year ended December
                      31, 1995).
      4.1(c)          Amendment to Restated Articles of Incorporation filed on July 12, 1995 (incorporated by reference
                      to Exhibit 3.1(c) of the Company's Annual Report on Form 10-K for the year ended December
                      31, 1995).
      4.1(d)          Amendment to Restated Articles of Incorporation filed on June 24, 1996.
      4.1(e)          Form of Statement of Designations, Preferences and Rights of 5% Series A Convertible Preferred
                      Stock of the Company.
       4.2            Specimen Class A Special Common Stock Certificate (incorporated by reference to Exhibit 4(2) to
                      the Company's Annual Report on Form 10-K for the year ended December 31, 1986).
        5             Opinion of Arthur R. Block, Esq.
       23.1           Consent of Deloitte & Touche LLP.
       23.2           Consent of Deloitte & Touche LLP.
       23.3           Consent of KPMG Peat Marwick LLP.
       23.4           Consent of Arthur Andersen LLP.
       23.5           Consent of Arthur Andersen LLP.
       23.6           Consent of Arthur R. Block, Esq. (included in Exhibit 5).
       24*            Powers of attorney (included in Part II of the Registration Statement).
       99.1           Report of Independent Public Accountants to QVC, Inc., as of December 31, 1995 and for the
                      eleven-month period then ended (incorporated by reference to Exhibit 99.1 to the Company's
                      Annual Report on Form 10-K for the year ended December 31, 1995).
       99.2           Report of Independent Public Accountants to Garden State Cablevision L.P., as of December 31,
                      1994 and 1993 and for the years then ended (incorporated by reference to Exhibit 99.2 to the
                      Company's Annual Report on Form 10-K for the year ended December 31, 1995).
       99.3           Report of Independent Public Accountants to Comcast International Holdings, Inc., as of
                      December 31, 1994 and 1993 and for the years then ended (incorporated by reference to Exhibit
                      99.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994).

_________
* Previously filed.