8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 20, 1999

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

         PENNSYLVANIA                000-06983                 23-1709202
- ----------------------------        ------------            -------------------
(State or other jurisdiction        (Commission               (IRS employer
   of incorporation)                file number)            identification no.)

             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 5.   OTHER EVENTS

On January 20, 1999, Comcast  Corporation (the "Company") issued a press release
announcing  that it had entered into a  definitive  agreement to sell its wholly
owned  subsidiary,  Comcast Cellular  Corporation,  to SBC  Communications  Inc.
("SBC")  for   approximately   $1.7  billion,   including   the   assumption  of
approximately  $1.3  billion  of debt.  Consummation  of the sale is  subject to
certain  customary  conditions,   including   Hart-Scott-Rodino   clearance  and
regulatory approvals.  The Company and SBC expect to complete the transaction in
the third quarter of 1999.


ITEM 7.   EXHIBITS

99.1      Press Release dated January 20, 1999 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.

                                     COMCAST CORPORATION

Dated: January 21, 1999              By: /s/ Joseph J. Euteneuer
                                         ---------------------------------------
                                         Vice President and Corporate Controller

                                       2

EX-99.1

                                                             COMCAST CORPORATION

NEWS RELEASE



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

Contact:
John R. Alchin, Senior Vice President and Treasurer    (215) 981-7503
William E. Dordelman, Vice President, Finance          (215) 981-7550
Marlene S. Dooner, Senior Director, Investor Relations (215) 981-7392

FOR IMMEDIATE RELEASE

                  COMCAST CORPORATION SELLS CELLULAR TELEPHONE
                          OPERATIONS FOR $1.7 BILLION

             Comcast to focus on core cable and content operations

Philadelphia,  PA -- January 20, 1999 - Comcast Corporation today announced that
it has entered into a definitive  agreement to sell its wholly owned subsidiary,
Comcast Cellular Corporation,  to SBC Communications Inc. for approximately $1.7
billion,  including  the  assumption  of  approximately  $1.3  billion  of debt.
Consummation of the sale is subject to certain customary  conditions,  including
Hart-Scott-Rodino clearance and regulatory approvals.  Comcast and SBC expect to
complete the transaction in the third quarter of 1999.

Brian L. Roberts,  President of Comcast  Corporation,  stated, "This transaction
makes  strategic  sense for both  Comcast  and SBC.  We are proud of the  market
leadership  position we  established in cellular  during our ten-year  ownership
period but, with this sale, we acknowledge  the trend toward national and global
competitors  in the wireless  industry.  We will now focus on our core cable and
content  businesses  as we move  forward  with the  launch of new  products  and
initiatives in both areas. In addition, this transaction will further strengthen
our balance sheet.  Pro forma for this sale as of September 30, 1998,  Comcast's
leverage  ratio  (defined  as debt  divided by  operating  cash flow) would have
declined from 3.8 to 3.4 times. Our annual interest expense will also be reduced
as a result of this transaction by roughly 20%."


Comcast Corporation (www.comcast.com) is principally engaged in the development,
management  and  operation of  broadband  cable  networks  and the  provision of
content  through  principal  ownership  of QVC,  Comcast-Spectacor  and  Comcast
SportsNet,  a controlling  interest in E!  Entertainment  Television and through
other programming investments.

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


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