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): October 24, 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 No.)
Incorporation)



          1500 Market Street, Philadelphia, PA        19102-2148
          -------------------------------------------------------
         (Address of principal executive offices)      (Zip Code)


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


Item 1. Changes In Control of Registrant.

        (a)  As of September 30, 1997, Sural Corporation, a Delaware
        corporation ("Sural"), owned 1,845,037 shares of Comcast
        Corporation ("Comcast")  Class A Common Stock and 8,786,250 shares
        of Comcast Class B Common Stock, constituting approximately 82% of
        the voting power of the two classes of Comcast's voting Common
        Stock combined.  On October 24, 1997, Ralph J. Roberts, the
        Chairman of the Board of Comcast, gifted shares of Class A Common
        Stock of Sural to his son, Brian L. Roberts, the President and a
        director of Comcast.  As a result of the gift, Brian L. Roberts
        has sole voting power over stock representing a majority of voting
        power of all Sural stock and, therefore, effectively controls
        Comcast and its subsidiaries, including Comcast Cable
        Communications, Inc., Comcast Cellular Holdings, Inc. and Comcast
        UK Cable Partners Limited, which are also subject to the reporting
        requirements of the Securities Exchange Act of 1934.

       (b) Not applicable.


                                 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 hereunto duly authorized.

Dated: October 27, 1997                     COMCAST CORPORATION


                                            By: /s/ Arthur R. Block
                                            --------------------------------
                                            Arthur R. Block
                                            Vice President and Senior Deputy
                                               General Counsel