EXHIBIT 23.3

   [CONSENT OF DELOITTE & TOUCHE LLP WITH RESPECT TO AT&T COMCAST CORPORATION]


Independent Auditors' Consent

     We consent to the incorporation by reference in this Registration Statement
of AT&T Comcast Corporation on Form S-4 of our report dated February 7, 2002
related to the balance sheet of AT&T Comcast Corporation as of December 7, 2001,
appearing in the Prospectus, which is part of this Registration Statement, and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.

                              /s/ Deloitte & Touche LLP
                              -------------------------
                              DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
February 8, 2002