8-K

                                 UNITED STATES


                      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):    January 28, 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 January 28, 1997, Comcast Corporation ("Comcast") and ABC Cable Networks
issued a press release regarding an agreement between Comcast and The Walt
Disney Company ("Disney") to form a new organization (which will be owned
50.1% by Comcast and 49.9% by Disney) to acquire a majority interest in E!
Entertainment Television.  A copy of the press release is attached as Exhibit
(99.1) and incorporated herein by reference.

ITEM 7.FINANCIAL STATEMENTS AND EXHIBITS.

   (c)   Exhibits.

   (99.1)  Press Release dated January 28, 1997 from Comcast and ABC Cable
Networks.


                                   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: January 31, 1997                 COMCAST CORPORATION


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



                                 EXHIBIT INDEX


Exhibit Number             Descpription
- --------------             ------------

(99.1)                     Press Release dated January 28, 1997
                           from Comcast Corporation and ABC Cable Networks

EX-99.1

                                                            CONFORMED COPY




                                EXHIBIT (99.1)

COMCAST, ABC, FORM VENTURE TO ACQUIRE MAJOR INTEREST IN E! ENTERTAINMENT
TELEVISION

Philadelphia, PA and Burbank, CA
January 28, 1997



                     COMCAST, ABC, FORM VENTURE TO ACQUIRE
                MAJOR INTEREST IN E! ENTERTAINMENT TELEVISION

Philadelphia, PA and Burbank, CA -- January 28, 1997 -- Comcast Corporation
and ABC Cable Networks announced today they have agreed to form a new
organization to acquire a majority interest in E! Entertainment Television, a
cable service that provides more than 42 million subscribers with
entertainment programming as well as news and information about the
entertainment world and its personalities.

The announcement was made by Brian L. Roberts, president of Comcast, and
Michael D. Eisner, chairman and CEO of The Walt Disney Company.  The two
executives said the new organization plans to hold a 68.8 percent ownership
of E! Entertainment Television.

Comcast obtained the right to increase its ownership of E! Entertainment to
68.8 percent based on a recently triggered buy/sell agreement between the
owners.  Comcast already owns a 10.4 percent and the remainder will be
acquired from Time Warner Inc.

The acquisition of the shares from Time Warner is subject to compliance with
the filing and waiting period requirements under the Hart-Scott-Rodino Act.
The agreement has been approved by the boards of directors of both companies.

E! Entertainment Television will be managed by Comcast's programming
partnership, C3 (Comcast Content & Communications).  Richard H. Frank is the
chairman and CEO of C3.  Frank is also the president of the Academy of
Television Arts and Sciences and was formerly chairman of Walt Disney
Television and Telecommunications and president of The Walt Disney Studios.
Prior to that, he was president of the Paramount Television Group.

Lee Masters, under whose creative leadership E! has become the ultimate source
for entertainment and celebrity programming, will remain as president and CEO
of the network.

"E! Entertainment Television is a recognized brand that can be extended so
that it becomes to entertainment what ESPN is to sports and The Disney Channel
is to families," said Eisner.  "I am very pleased that the talented Rich
Frank, whom I know as an executive and with whom I worked for more than twenty
years, will be overseeing this venture and will be working with us again.  I
am also excited about  the potential of this new venture with an organization
as outstanding as Comcast."

"Comcast is delighted to be in partnership with Disney," said Roberts.  The
combination of ABC Cable Networks' marketing and programming talent along with
the experienced production team of C3 will create tremendous new opportunities
domestically and internationally for E! Entertainment Television."

ABC President Robert Iger noted, "This adds great value to our broadcast
operations.  The entertainment channel will enhance our core entertainment
business and help us expand our highly successful cable offerings.  Comcast is
very strong in the cable business and we are pleased to work with them and
with Rich Frank."

ABC's ownership in cable properties includes ESPN, ESPN2, ESPNews, The Disney
Channel, Lifetime, A&E and The History Channel.

Frank said "I am happy that the ABC Cable Networks has joined Comcast and C3
in this exciting venture.  The existing subscriber base represents a
significant foundation from which to expand the E! franchise.  We also intend
to fully utilize the extensive library and other assets of the channel to
create new business opportunities and revenue streams."

Geraldine Laybourne, president of Disney/ABC Cable Networks, said, "We believe
E! Entertainment Television is a natural fit for ABC and that it has enormous
potential which we jointly intend to develop fully.  This cable network will
bring a new dimension to ABC's existing cable lineup."

Disney and Comcast executives said E! Entertainment Television will continue
with its current programming concept.

E! Entertainment Television was formed in 1987.  With the new venture's
acquisition of Time Warner's share of E! Entertainment Television, remaining
minority partners will be subsidiaries of Cox Communications, Continental
Cablevision, and Liberty Media, each with 10.4 percent interests.

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 majority ownership of Comcast-Spectator 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 symbol CMCSA and CMCSK, respectively.

Disney/ABC Cable Networks is a unit of ABC, Inc. which is a subsidiary of the
Walt Disney Company which is traded on the New York Stock Exchange under the
symbol  DIS.