Exhibit 32




         Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

                                                                August 11, 2004


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted in connection with the
quarterly report on Form 10-Q of Comcast Holdings Corporation (the "Report") for
the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of
Title 18 of the United States Code.

Brian L. Roberts, the Chief Executive Officer, Lawrence S. Smith, the Co-Chief
Financial Officer and John R. Alchin, the Co-Chief Financial Officer of Comcast
Holdings Corporation, each certifies that, to the best of his knowledge:

     1.  the Report fully complies with the requirements of Section 13(a) or
         15(d) of the Exchange Act; and

     2.  the information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         Comcast Holdings Corporation.



/s/ Brian L. Roberts
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Name: Brian L. Roberts
Chief Executive Officer


/s/ Lawrence S. Smith
---------------------------------
Name: Lawrence S. Smith
Co-Chief Financial Officer


/s/ John R. Alchin
---------------------------------
Name: John R. Alchin
Co-Chief Financial Officer