EXHIBIT 99.12


        [CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED]










May 14, 2002


The Board of Directors
Comcast Corporation
1500 Market Street
Philadelphia, PA  19102-2148

Members of the Board of Directors:


We hereby consent to the inclusion of our opinion letter to the Board of
Directors of Comcast Corporation ("Comcast"), dated December 19, 2001, as Annex
I to the joint proxy statement/prospectus of Comcast and AT&T Corp. relating to
the proposed combination of Comcast and AT&T Corp.'s broadband business and to
references to our firm and such opinion letter in the joint proxy
statement/prospectus and in Amendment No. 3 to Form S-4 of AT&T Comcast
Corporation of which the joint proxy statement/prospectus is a part, under the
captions "CHAPTER ONE - SUMMARY AND OVERVIEW OF THE TRANSACTIONS - SUMMARY - THE
AT&T COMCAST TRANSACTION -- Opinions of Financial Advisors - Opinions of
Comcast's Financial Advisors", "CHAPTER TWO - THE AT&T COMCAST TRANSACTION -
Background of the AT&T Comcast Transaction", "CHAPTER TWO - THE AT&T COMCAST
TRANSACTION - Comcast's Reasons for the AT&T COMCAST TRANSACTION" and "CHAPTER
FOUR - OPINIONS OF FINANCIAL ADVISORS - OPINIONS OF COMCAST'S FINANCIAL
ADVISORS". 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 promulgated thereunder, nor do we admit that we are an
expert with respect to any part of the Registration Statement on Amendment No. 3
to Form S-4 of AT&T Comcast Corporation in which the Joint Proxy
Statement/Prospectus is included, within the meaning of the term "expert" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED



/s/ Merrill Lynch, Pierce, Fenner & Smith Incorporated