8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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): July 10, 2002

                              Comcast Corporation
                           (Exact Name of Registrant
                          as Specified in Its Charter)

                                  Pennsylvania
                        (State or Other Jurisdiction of
                                 Incorporation)


                0-6983                                   23-1709202
       (Commission File Number)              (IRS Employer Identification No.)

          1500 Market Street                             19102-2148
           Philadelphia, PA
   (Address of Principal Executive                       (Zip Code)
               Offices)

                                 (215) 665-1700
              (Registrant's Telephone Number, Including Area Code)


         (Former Name or Former Address, if Changed Since Last Report)

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     Item 5.  Other Events.


     On July 10, 2002, Comcast Corporation issued a press release announcing
shareholder approval of the AT&T Comcast transaction. The press release is
attached hereto as Exhibit 99.1.

     Item 7(c).  Exhibits.


          Exhibit
           Number                      Description
           ------                      -----------

            99.1       Comcast Corporation press release dated July 10, 2002.










                                   SIGNATURES

     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.



                                          Comcast Corporation



Date: July 10, 2002                       By  /s/ Arthur R. Block
                                              ----------------------------
                                              Name:  Arthur R. Block
                                              Title: Senior Vice President

EX-99.1

                                                                   EXHIBIT 99.1


Comcast                                                          PRESS RELEASE

Contact: Karen Dougherty Buchholz - 215-981-8520

FOR IMMEDIATE RELEASE

                   AT&T COMCAST MERGER PROCEEDING ON SCHEDULE

   Comcast Shareholders Approve Merger, Over 90% of Local Transfers Obtained

PHILADELPHIA, (Wednesday, July 10, 2002) - Today in Philadelphia, shareholders
of Comcast Corporation approved the merger of Comcast and AT&T Broadband, and
at the shareholder meeting it was announced that Comcast and AT&T are on
schedule to obtain community franchise transfers in time for the merger to
close during the fourth quarter of 2002.

     "We proposed the creation of AT&T Comcast because it offers many benefits
to customers and shareholders, and I'm pleased to announce today that we have
taken a major step forward towards the creation of this new company," said
Comcast President Brian L. Roberts.

     In addition to shareholder approval, more than 90% of the communities
(representing 80% of subscribers) that are reviewing the transfer of their
franchise to AT&T Comcast have approved the transfer.

     The merger received the necessary votes for approval with approximately
99.8% of the votes cast by Comcast shareholders in favor of the merger and
99.8% of the votes cast in favor of the corporate governance provisions of the
new company's charter. The company's Class A shareholders by a required
separate class vote approved the "preferred" capital structure for the new
company, with approximately 96.7% of the votes cast approving.

     Closing of the merger also is conditioned upon the receipt of certain
federal regulatory approvals. Slides from today's shareholder meeting
presentation will be available within 24 hours on Comcast's investor relations
website at www.cmcsk.com.

This press release contains forward-looking statements. Readers are cautioned
that such forward-looking statements involve risks and uncertainties that could
significantly affect actual results from those expressed in any such
forward-looking statements. Readers are directed to Comcast's Quarterly Report
on Form 10-Q for a description of such risks and uncertainties.

About Comcast

Comcast Corporation (www.comcast.com) is principally involved in the
development, management and operation of broadband cable networks, and in the
provision of electronic commerce and programming content. Comcast Cable is the
third largest cable company in the United States serving more than 8.5 million
cable subscribers. Comcast's commerce and content businesses include majority
ownership of QVC, Comcast-Spectacor, Comcast SportsNet, The Golf Channel,
Outdoor Life Network, G4, a controlling interest in E! Networks, and other
programming investments. Comcast's Class A Special and Class A Common Stock are
traded on The Nasdaq Stock Market under the symbols CMCSK and CMCSA,
respectively.


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