EXHIBIT 23.3



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this Registration Statement on Amendment No. 2
to Form S-4 of AT&T Comcast Corp. of our report dated March 25, 2002, relating
to the consolidated financial statements of AT&T Corp., which appears in such
Registration Statement. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.

PricewaterhouseCoopers LLP
New York, New York
April 29, 2002