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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

November 5, 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 November 1, 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. 2 to the
Registration Statement (“Amendment No. 2”) in response to the Comment
Letter.

        1. The options sold to JP
Morgan Chase Bank will have terms  commonly found in market traded options. These terms
include the automatic  exercise of in-the-money options at maturity, detailed
anti-dilution adjustment  provisions for dividends and adjustment provisions for mergers,
tender offers,  nationalizations, insolvencies and de-listings, which adjustments are
based upon  the methods for adjustment suggested by the International Swap and Derivative
Association.

        Further in compliance
with this comment, disclosure has been added to the "Background  and Purpose of the
Sales Covered by this Prospectus and Related Transactions" and "Arrangements
with JPMorgan  Chase and J.P. Morgan Securities Inc." sections of

Pepper Hamilton LLP
Securities and Exchange Commission
November 5, 2004

Page 2

Amendment No. 2 to  expand on the terms that are typically  found in
equity option transactions between  sophisticated financial counterparties at arm's
length.

        2. In response to this
comment, we have added a new paragraph to  the “Plan of Distribution” section
of Amendment No. 2 to explain how  JP Morgan Chase Bank will adjust its short position to
hedge its economic risk  with respect to the options that it purchases from the Company.

        3.  In response to this
comment, we have incorporated the substance of the final two sentences of our response to
comment 5 of our letter dated October 22, 2004 into the third paragraph of the "Plan of Distribution"
section of Amendment No. 2.

        4.  In response to this
comment, we have clarified the disclosure in the "Plan of Distribution" section
of  Amendment No. 2.

        5.  In response to this
comment, we have added disclosure to the "Plan of Distribution" section and
elsewhere within Amendment No. 2 to explain the applicable regulatory requirements.

        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,

          /s/ Robert A. Friedel

     Robert A. Friedel