Exhibit 32




         Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

                                                                  August 7, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

The  certification  set forth below is being  submitted in  connection  with the
quarterly report on Form 10-Q of Comcast Holdings Corporation (the "Report") for
the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange  Act of 1934 (the  "Exchange  Act") and  Section  1350 of Chapter 63 of
Title 18 of the United States Code.

Brian L. Roberts,  the Chief Executive Officer,  Lawrence S. Smith, the Co-Chief
Financial Officer and John R. Alchin,  the Co-Chief Financial Officer of Comcast
Holdings Corporation, each certifies that, to the best of his knowledge:

     1.   the Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Exchange Act; and

     2.   the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of Comcast Holdings Corporation.





                                        /s/ BRIAN L. ROBERTS
                                        --------------------------------------
                                        Name: Brian L. Roberts
                                        Chief Executive Officer

                                        /s/ LAWRENCE S. SMITH
                                        --------------------------------------
                                        Name: Lawrence S. Smith
                                        Co-Chief Financial Officer

                                        /s/ JOHN R. ALCHIN
                                        --------------------------------------
                                        Name: John R. Alchin
                                        Co-Chief Financial Officer