SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K


                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): January 18, 2000



                           COMCAST LCI HOLDINGS, INC.
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             (Exact name of registrant as specified in its charter)


    Delaware                        333-96804                        23-2094942
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(State or other                 (Commission file                  (IRS employer
jurisdiction of                      number)                      identification
incorporation)                                                          no.)



                  1201 Market Street, Suite 2201
                       Wilmington, Delaware                 19801
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            (Address of principal executive offices)      (Zip Code)




        Registrant's telephone number, including area code (302) 594-8700
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Item 1.   CHANGES IN CONTROL OF REGISTRANT

On January 18, 2000, Comcast Corporation  ("Comcast"),  through its wholly owned
subsidiary   Comcast  LCI  Holdings,   Inc.  ("LCI  Holdings"),   completed  the
acquisition  of Lenfest  Communications,  Inc.  ("Lenfest"),  the nation's ninth
largest cable television  operator (the  "Acquisition") for approximately  121.4
million  shares,  subject to closing  adjustments,  of Comcast's Class A Special
Common Stock,  par value $1.00 per share.  As part of the  Acquisition,  Lenfest
merged  with  and  into  LCI  Holdings,  with  LCI  Holdings  as  the  surviving
corporation of the merger.

A press  release  announcing  the  completion of the  Acquisition  was issued by
Comcast on January 18, 2000. The  information  contained in the press release is
incorporated  herein by  reference.  The press  release  is  attached  hereto as
Exhibit 99.1.

ITEM 7.  Financial Statements and Exhibits.

                  (c)      Exhibits:

                  99.1     Press Release dated January 18, 2000.



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                                   SIGNATURE
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     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  January 21, 2000                     COMCAST LCI HOLDINGS, INC.

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

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                                  EXHIBIT INDEX
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     99.1           Press Release dated January 18, 2000.




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