SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 2)

                      TELEPORT COMMUNICATIONS GROUP INC.
                               (Name of Issuer)

                             CLASS A COMMON STOCK
                                $.01 PAR VALUE
                        (Title of Class of Securities)

                                  679463 107
                                (CUSIP Number)

                                 Stanley Wang
                              Comcast Corporation
                              1500 Market Street
                     Philadelphia, Pennsylvania 19102-2148
                                (215) 665-1700
                    (Name, Address and Telephone Number of
                     Person Authorized to Receive Notices
                              and Communications)

                                 May 12, 1997
                    (Date of Event Which Requires Filing of
                                This Statement)


     If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following
box [ ].



     Comcast Corporation ("Comcast") hereby amends and supplements its
Report on Schedule 13D, originally filed on July 17, 1996 and amended on
October 22, 1996 (the "Schedule 13D"), to disclose its sale on May 12, 1997 in
a private transaction of shares of Class A Common Stock, $.01 par value per
share (the "Shares"), of Teleport Communications Group Inc. ("TCGI").

     Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.


Item 2.    Identity and Background.

     The response set forth in Item 2 of the Schedule 13D is hereby
amended and supplemented to include the following information:

     This Amendment is filed pursuant to Rule 13(d)-2(a) on behalf of
Comcast to report its sale of 2,757,083 Shares.  See Item 6.


Item 6.    Contracts, Arrangements, Understandings or Relationships with
           Respect to the Securities of the Issuer.

     The response set forth in Item 6 of the Schedule 13D is hereby
amended and supplemented to include the following information:

     On May 12, 1997, Comcast sold in a private transaction 2,757,083
Shares at a price per share of $25.



                                  SIGNATURES
                                  ----------

     After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.


Date:  May 15, 1997

                                 Comcast Corporation


                                 By: /s/ Arthur R. Block
                                    ----------------------
                                    Name:  Arthur R. Block
                                    Title: Vice President