INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES

To the Board of Directors and Stockholders
Comcast Corporation
Philadelphia, Pennsylvania

We consent to the  incorporation  by  reference  in the  following  Registration
Statements of Comcast  Corporation and it's subsidiaries (the "Company") on Form
S-3 and S-8 of our report  dated  February  23,  2001,  appearing  in the Annual
Report on Form 10-K of Comcast  Corporation  and its  subsidiaries  for the year
ended December 31, 2000.

Registration Statements on Form S-8:
                                                                Registration
Title of Securities Registered                                Statement Number

The Comcast Corporation Retirement Investment Plan                33-63223

Stock Options Plans                                               33-56903

The 1996 Comcast Corporation Stock Option Plan                    333-08577

The 1996 Comcast Corporation Deferred Compensation Plan           333-18715

Comcast Spectacor 401(k) Plan                                     333-69709


Registration Statements on Form S-3:

Title of Securities Registered

Senior  Debt  Securities;   Subordinated  Debt  Securities;  Warrants;  Purchase
Contracts;  Units  Guaranteed  Trust  Preferred  Securities;   Guaranteed  Trust
Preferred Securities Guarantees;  Preferred Stock, without par value; Depository
Shares; Class A Common Stock, $1.00 par value; and Class A Special Common
Stock, $1.00 par value                                            333-81391

Senior Debt Securities;  Subordinated Debt Securities;  Preferred Stock, without
par value;  Depositary  Shares;  Class A Common Stock,  $1.00 par value; Class A
Special Common Stock,  $1.00 par value;  Warrants;  Purchase  Contracts;  Units;
Guaranteed Trust; and Preferred Securities Guarantees             333-54032

Our audits of the financial statements referred to in our aforementioned  report
also included the financial statement  schedules of the company,  listed in Item
14(b)(i).  These financial  statement  schedules are the  responsibility  of the
Company's  management.  Our responsibility is to express an opinion based on our
audits. In our opinion,  such financial statement schedules,  when considered in
relation to the basic financial  statements taken as a whole,  present fairly in
all material respects the information set forth therein.





February 23, 2001
Philadelphia, Pennsylvania