EXHIBIT 99.6

                          [FORM OF COMCAST PROXY CARD]

                           [FORM OF PROXY -- CLASS A]

                 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD

                       OF DIRECTORS OF COMCAST CORPORATION



The undersigned, a holder of Class A Common Stock of COMCAST CORPORATION (the
"Company"), hereby constitutes and appoints RALPH J. ROBERTS and STANLEY WANG,
and each of them acting individually, as the attorney and proxy of the
undersigned, with full power of substitution, for and in the name and stead of
the undersigned, to attend the Special Meeting of Shareholders of the Company to
be held on July 10, 2002 at 10:00 a.m., local time, at The Doubletree Hotel
Philadelphia, Broad and Locust Streets, Philadelphia, Pennsylvania, and any
adjournment or postponement thereof, and thereat to vote all shares of Class A
Common Stock which the undersigned would be entitled to vote if personally
present, as follows:



IMPORTANT NOTICE: All special meeting attendees may be asked to present a valid
government-issued photo identification (federal, state or local), such as a
driver's license or passport, before entering the special meeting. In addition,
video and audio recording devices and other electronic devices will not be
permitted at the special meeting, and attendees will be subject to security
inspections.


Unless otherwise specified, the shares will be voted "FOR" the proposals set
forth on the reverse side. This Proxy also delegates discretionary authority to
vote with respect to any other business which may properly come before the
meeting and any adjournment or postponement thereof.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING AND
PROXY STATEMENT FOR THE SPECIAL MEETING.

                                                              [See Reverse Side]

           (Continued and to be dated and signed on the reverse side)
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                              FOLD AND DETACH HERE

     [X] Please mark your votes as in this example.

          1.   To approve and adopt the merger agreement and the transactions
               contemplated by the merger agreement.

               [ ] FOR            [ ] AGAINST         [ ] ABSTAIN


          2.   To approve the AT&T Comcast charter (Note: To approve and adopt
               the merger agreement and the transactions contemplated by the
               merger agreement, shareholders must also approve this proposal).

               [ ] FOR            [ ] AGAINST         [ ] ABSTAIN



          3.   To approve and adopt an amendment to Comcast's articles of
               incorporation to allow the implementation of the Preferred
               Structure (as described in the proxy statement).


               [ ] FOR            [ ] AGAINST         [ ] ABSTAIN


          4.   To vote on such other business which may properly come before
               the Special Meeting.




                 Change of address and/or comments mark here [ ]

     The signer hereby revokes all previous proxies given by the signer to vote
at the Special Meeting or any adjournments thereof.

     NOTE: Please sign this proxy card exactly as name(s) appear(s) in address.
When signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title as such, and if signer is a corporation, please sign with
full corporate name by duly authorized officer or officers and affix the
corporate seal. When stock is issued in the name of two or more persons, all
such persons should sign.

- ----------------------------------          --------------------------
SIGNATURE(S)                                DATE


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IF VOTING BY MAIL, FOLD AND DETACH HERE AND RETURN PROPERLY EXECUTED PROXY CARD
IN ENCLOSED POSTAGE-PRE-PAID ENVELOPE


[logo of Comcast Corporation appears here]


                           Proxy Voting Instructions

          VOTE BY TELEPHONE OR INTERNET 24 HOURS A DAY, 7 DAYS A WEEK

Your vote is important. Casting your vote in one of three ways described on
this instruction card votes all shares of Class A Common Stock of Comcast
Corporation that you are entitled to vote. We urge you to promptly cast your
vote by:

[Telephone logo]    *    Using a touch-tone telephone to vote by telephone
                         toll-free from the U.S. or Canada. Simply dial
                         1-877-779-8683 and follow the instructions. When
                         prompted for your "Voter Control Number," enter the
                         number printed at the top right hand corner of this
                         card. When you are finished voting, your vote will be
                         confirmed and the call will end.


[Computer logo]     *    Accessing the World Wide Web site
                         http://www.eproxyvote.com/cmcsa1 to vote via the
                         internet. When prompted for your "Voter Control
                         Number," enter the number printed at the top right hand
                         corner of this card. When you are finished voting, your
                         vote will be confirmed.

[Mail logo]         *    Completing, dating, signing and mailing the proxy card
                         in the postage-paid envelope included with the proxy
                         statement or sending it to Comcast Corporation, c/o
                         EquiServe Trust Company N.A., P.O. Box 8609, Edison,
                         New Jersey 08818-8609.

If you choose to vote by telephone or via the internet, there is no need to mail
in your proxy card.

VOTES SUBMITTED BY TELEPHONE OR VIA THE INTERNET AS DESCRIBED HEREIN MUST BE
RECEIVED BY 5:00 PM EASTERN TIME ON JULY 9, 2002.