SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                              --------------

                                 FORM 8-K


                              CURRENT REPORT



                  PURSUANT TO SECTION 13 OR 15(d) of the
                      SECURITIES EXCHANGE ACT OF 1934



     Date of Report (Date of earliest event reported):    June 9, 1997



                            COMCAST CORPORATION
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)


 Pennsylvania                     0-6983                    23-1709202
- ---------------              ----------------             --------------
(State or other              (Commission file             (IRS employer
jurisdiction of                   number)                 identification
incorporation)                                                 no.)



          1500 Market Street, Philadelphia, PA           19102
         --------------------------------------------------------
         (Address of principal executive offices)      (Zip Code)




     Registrant's telephone number, including area code (215) 665-1700



ITEM 5. OTHER EVENTS.

       On June 9, 1997, Microsoft Corporation ("Microsoft") and Comcast
Corporation ("Comcast") announced that Microsoft will make an investment of
$1 billion in Comcast.  Microsoft will purchase 24,642,681 shares of
Comcast Class A Special Common Stock (CMCSK) for $500 million, at $20.29
per share, and $500 million of a new issue of Comcast Series B Convertible
Preferred Stock.  The Comcast Series B Convertible Preferred Stock will
have a 5.25% pay-in-kind dividend and will be initially convertible into
21,243,691 shares of Comcast Class A Special Common Stock, which equals an
initial conversion price of approximately $23.54 per share.  The number of
shares into which the issue can be converted will not increase due to the
pay-in-kind dividend as the conversion price increases proportionately to
the amount of accrued dividends.  The issue will have a final maturity of
20 years, but may be redeemed at Microsoft's option or called by Comcast
after seven years.  The investment is expected to close this month.

       Attached hereto as Exhibit (1) is a copy of the Press Release issued by
Comcast and Microsoft in connection with the announcement of Microsoft's $1
billion cash investment in Comcast.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

      (b)  Exhibits.

      (1)  Press Release dated June 9, 1997 from Comcast Corporation.


                                 SIGNATURE

       Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated: June 10, 1997               COMCAST CORPORATION



                                   By: /s/ Joseph J. Euteneuer
                                       -----------------------------
                                       Joseph J. Euteneuer
                                       Vice President and Corporate
                                       Controller





                               EXHIBIT INDEX


Exhibit No.                       Exhibit                                  Page
- -----------                       -------                                  ----
   (1)        Comcast Corporation and Microsoft Corporation Press Release    1
              dated June 9, 1997.




                                                                   EXHIBIT (1)




FOR IMMEDIATE RELEASE


            MICROSOFT INVESTS $1 BILLION IN COMCAST CORPORATION

              Investment To Advance High Speed Networking For
                Consumer, Educational and Business Markets

               Redmond, WA and Philadelphia, PA -- June 9, 1997 -- Microsoft
Corporation and Comcast Corporation today announced that Microsoft will make
an investment of $1 billion in Comcast Corporation, the nation's fourth
largest cable television operator and a diversified telecommunications
company.  The $1 billion cash investment will enhance Comcast's deployment of
high-speed data and video services via its cable delivery network.

               "Our vision for connecting the world of PCs and TVs has long
included advanced broadband capabilities to deliver video, data and
interactivity to the home," said Bill Gates, chairman of Microsoft.
"Comcast's integrated approach to cable distribution, programming and
telecommunications complements that vision of linking the PC and TV.  Today's
announcement will enhance the integration of broadband pipes and content to
expand the services offered to consumers."

               Brian L. Roberts, President of Comcast Corporation, stated, "I
am pleased to have Microsoft's participation as we shape and advance the
integration of the PC and the TV.  Microsoft's investment is a strong
endorsement of Comcast's vision to use its cable networks as a superior
broadband vehicle to homes, schools and businesses.  Comcast's customers will
be the beneficiaries of the innovations that America's most advanced computer
and cable companies can offer.  In addition to a significant cash infusion,
this investment gives us access to Microsoft's expertise which will help us
facilitate the deployment of high bandwidth applications and lead to more
sophisticated services."

               "We have a tradition of investing in businesses that are
consistent with our technology vision," commented Greg Maffei, vice president,
corporate development of Microsoft.  "Like Comcast, Microsoft has always
believed that increasing network bandwidth is a key to the eventual
convergence of the Internet, the PC and the TV.  And we believe that Comcast
is a very attractive investment as that convergence occurs."

               Bill Gates, chairman of Microsoft, will work closely with Brian
Roberts, the President of Comcast, regarding the strategic and technological
direction of Comcast.  In addition, Greg Maffei, vice president, corporate
development of Microsoft, will serve as an observer on the Board of Directors
of Comcast.

               Microsoft will purchase 24,642,681 shares of Class A Special
Common Stock (CMCSK) for $500 million, at $20.29 per share, and $500 million
of a new issue of Comcast Series B Convertible Preferred Stock.  The Comcast
Series B Convertible Preferred Stock will have a 5.25% pay-in-kind dividend
and will be initially convertible into 21,243,691 shares, which equals an
initial conversion price of approximately $23.54 per share.  The number of
shares into which the issue can be converted will not increase due to the
pay-in-kind dividend as the conversion price increases proportionately to the
amount of accrued dividends.  The issue will have a final maturity of 20
years, but may be redeemed at Microsoft's option or called by Comcast after
seven years.  The investment is expected to close this month.

               Founded in 1975, Microsoft (NASDAQ "MSFT") is the worldwide
leader in software for personal computers.  The company offers a wide range of
products and services for business and personal use, each designed with the
mission of making it easier and more enjoyable for people to take advantage of
the full power of personal computing every day.

               Comcast Corporation is principally engaged in the development,
management and operation of wired telecommunications including cable
television and telephone services; wireless telecommunications including
cellular, personal communications services and direct-to-home satellite
television; and content through principal ownership of QVC, the world's
premier electronic retailer, through C3 (Comcast Content & Communications),
through majority ownership of Comcast-Spectacor and controlling interest in E!
Entertainment and through other programming investments.  The Company's
consolidated and affiliated operations serve over ten million customers
worldwide.

               Comcast's Class A and Class A Special Common Stock are traded
on The Nasdaq Stock Market under the symbols CMCSA and CMCSK, respectively.

                                    ###

Contacts:
- --------
Press
Microsoft: Nina Bondarook, Waggener Edstrom, 425-637-9097
           Phil Missimore, Waggener Edstrom, 408-986-1140
           John Pinette or Greg Shaw, Microsoft, 425-882-8080
Comcast:   Ann Hance, Abernathy MacGregor, 212-371-5999

Analysts
Microsoft: Carla Lewis, Senior Director Microsoft Investor Relations,
           425-936-3703
Comcast:   Marlene Dooner, Comcast, Director of Investor Relations,
           215-981-7392

Note to editors: For more information on Microsoft, please visit the Microsoft
Web page http://www/microsoft.com/corpinfo on Microsoft's corporate
information pages.  For more information on Comcast, please visit the Comcast
Web page http://www.comcast.com.