May 12, 2004




Martha L. Carter, Ph.D.
Senior Vice President and Director, U.S. Research
Institutional Shareholder Services
2099 Gaither Road
Suite 501
Rockville, MD  20850

         Re:      Governance and Directors Nominating Committee

Dear Ms. Carter:

         I am writing in response to the inquiry from ISS regarding my continued
service on Comcast's Governance and Directors Nominating Committee (the
"Committee"), pending approval by shareholders of a charter amendment that would
both permit me to resign my position on that Committee and, in fact, prohibit my
service on the Committee in the future (as well as making certain other
favorable changes from the perspective of corporate governance).

         As you are aware, as currently written, Comcast's charter requires my
service on the Committee so long as I am either Chairman or CEO. As a result, we
have been advised by legal counsel that it would be a violation of our corporate
charter for me to resign pending shareholder approval of this charter amendment.
In the interim, in the event that any actions by the Committee are required,
this will confirm my intention to abstain from any participation in the
activities of the Committee. In addition, in the unlikely event that the charter
amendment does not pass at this year's Annual Meeting, this will confirm my
intention to recuse myself from any participation in the activities of the
Committee in the future as well.

         Please do not hesitate to let me know if you have any further questions
or concerns.

                                                        Sincerely,





                                                        Brian L. Roberts
                                                        President and CEO