EXHIBIT 23.3



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this Registration Statement on Amendment No. 3
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 incorporation by reference of
our report dated March 25, 2002 relating to the consolidated financial
statement schedule, which appears in AT&T Corp.'s Annual Report on Form 10K/A
for the year ended December 31, 2001. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP
New York, New York
May 13, 2002