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Comcast Corporation Correspondence

Pepper Hamilton LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA  19103-2799

215.981.4000

Fax 215.981.4750

October 27, 2004

Via Facsimile and EDGAR

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention:  Larry Spirgel (Mail Stop 0407)

     Re:
     Comcast Corporation

Form S-3
 Filed September 21, 2004
SEC File No. 333-119161

Ladies and Gentlemen:

        This letter
responds to comments by the staff of the Securities and Exchange Commission (the
“Commission”) contained in the letter (the “Comment Letter”)
dated October 22, 2004, from Larry Spirgel, Assistant Director of the Division
of Corporation Finance, to Arthur R. Block, Senior Vice President of Comcast
Corporation (the “Company”). The responses set forth below are
numbered to correspond to the numbered comments in the Comment Letter.
Additionally, the Company is simultaneously filing Amendment No. 1 to the
Registration Statement (“Amendment No. 1”) in response to the Comment
Letter.

        1. We have structured the
Stock Option Liquidity Program as a  purchase from eligible optionees by the Company, and
a subsequent purchase from  the Company by JPMorgan Chase Bank, because such a structure
was more efficient  under the terms of the existing option agreements. Structuring the
Stock Option  Liquidity Program as a direct transfer would have required an amendment to
the  existing option agreements and plans to permit transfers to third parties. In
addition, while the Company is issuing options to JPMorgan Chase Bank that will  be
substantially similar as those purchased from eligible optionees (including  the same
notional amounts, strike prices, times to maturity and underlying  stock), such options
will also have terms typically found in equity option  transactions entered into between
sophisticated financial counterparties at  arm’s length. Structuring the Stock
Option Liquidity Program as a direct  transfer would have required an amendment to the
existing option agreements and  plans to permit these changes.

Pepper Hamilton LLP

Securities and Exchange Commission

October 27, 2004

Page 2

        2. The purpose of the
Stock Option Liquidity Program is to  permit eligible optionholders to sell their
eligible options for cash. As an  economic matter, the Company does not wish to own these
options, so it will buy  these options from eligible optionholders under the Stock Option
Liquidity  Program, and, at the same time, sell options to JPMorgan Chase Bank. The
options  that JPMorgan Chase Bank buys from the Company will have the same notional
amounts, strike prices, times to maturity and underlying stock as the eligible  options
sold by eligible optionholders to the Company pursuant to the Stock  Option Liquidity
Program.  In order to hedge its exposure to ownership of  the options that it is
purchasing from the Company, and to comply with the  requirements set forth in the SEC’s
No-Action Letter to Goldman, Sachs  & Co. dated as of October 9, 2003, JPMorgan Chase
Bank is selling shares of  the Company’s common stock under the registration
statement. The shares of  the Company’s common stock sold under the registration
statement will be  sourced in the market and will not be acquired from the Company.

        Further in  compliance
with this comment, disclosure has been added to the “Plan of  Distribution” section
of Amendment No. 1 to clarify how the option sale by  the Company to JPMorgan relates to
JPMorgan’s hedging activity involving  shares acquired from third parties, as well
as to explain the relationship of  the option sale to JPMorgan to the goal of the Stock
Option Liquidity Program to  provide value to eligible optionholders.

        3. JPMorgan Chase Bank
will sell short shares of Company common  stock in order to hedge its exposure to the
options that it is buying from the  Company.  After complying with the requirements
set forth in the SEC’s  No-Action Letter to Goldman, Sachs & Co. dated as of
October 9, 2003,  JPMorgan Chase Bank’s short (or “delta” hedge) position
will be  such that any increase in the value of the options that it holds (the options
purchased from the Company in connection with the Stock Option Liquidity  Program) due to
an increase the price of Company common stock will be generally  offset by an equal
decrease in the value of such short (or “delta” hedge) position.  Similarly,
any decrease in the value of such options due  to a decrease in the price of Company
common stock will be generally offset by  an equal increase in the value of its short (or
“delta” hedge  position) position.  Over the life of the options, JPMorgan
Chase Bank will  adjust its short (or “delta” hedge) position and enter into
other  derivative hedging instruments to hedge its economic risk with respect to the
options that it purchases from the Company.

        4. In response to this
comment, we have added a new risk factor  in Amendment No. 1 captioned “J.P. Morgan
Securities Inc.‘s market  activities with respect to our common stock may affect the
market price and  volatility of our common stock.”

Pepper Hamilton LLP

Securities and Exchange Commission

October 27, 2004

Page 3

        5. The sales made by
JPMorgan Chase Bank to hedge its economic  risk associated with the options that it is
purchasing from the Company will be  executed during the averaging period for the Stock
Option Liquidity Program  (since this is the period during which the price to be paid by
the Company to  eligible optionholders is determined).  As detailed in the “Plan
of  Distribution,” JPMorgan Chase Bank will be making additional sales to  comply
with the regulatory requirements set forth in the SEC’s No-Action  Letter to
Goldman, Sachs & Co. dated as of October 9, 2003.  These  additional sales do
not hedge JPMorgan Chase Bank’s economic risk – in  fact, they will result in
JPMorgan Chase Bank both selling and buying Company  common stock on a near simultaneous
basis throughout this period. In order to  complete these additional sales as promptly as
practicable, JPMorgan Chase Bank  will begin sales pursuant to the registration statement
before the election or  averaging periods for the Stock Option Liquidity Program.

        6. In response to this
comment, we have added disclosure to the  “Plan of Distribution” section of
Amendment No. 1 to indicate that  each of JPMorgan Chase Bank and J.P. Morgan Securities
Inc. will be statutory  underwriters under the Securities Act of 1933.

        7. Please note that the
registration agreement, engagement  letter, call option transaction confirmation and
program agreement were filed as  Exhibits (d)(1), (d)(2), (d)(3) and (d)(4),
respectively, to the Comcast  Corporation Schedule TO filed with the Commission on
October 8, 2004 (File  Number 005-78608).

        We look forward  to
hearing from you at your earliest convenience. Please direct any questions  regarding
this filing to the undersigned at 215.981.4773.

          Very
truly yours,

          Robert A. Friedel