CONSENT OF J.P. MORGAN SECURITIES INC.


We hereby consent to (i) the use of our opinion letter dated December 19, 2001
to the Board of Directors of Comcast Corporation (the "Company") included in
Annex H to the Joint Proxy Statement/Prospectus relating to the proposed
combination of the Company and AT&T Corp.'s broadband business, and (ii) the
references to such opinion and to our firm in such Joint Proxy
Statement/Prospectus. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we hereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.

                              J.P. MORGAN SECURITIES INC.

                              /s/ J.P. MORGAN SECURITIES INC.