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): September 17, 1998

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

      Pennsylvania                     0-6983                   23-1709202
- ----------------------------        ------------            -------------------
(State or other jurisdiction        (Commission               (IRS employer
   of incorporation)                file number)            identification no.)

                   1500 Market Street, Philadelphia, PA 19102
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             (Address of principal executive offices)     (Zip Code)

       Registrant's telephone number, including area code: (215) 665-1700
                                                           --------------





ITEM 5.   OTHER EVENTS

In September  1998,  Comcast  Corporation  ("Comcast")  determined that it would
contribute,  via a capital contribution to its wholly owned subsidiary,  Comcast
Cable  Communications,  Inc.  ("Comcast  Cable"),  all of the  shares  in  Jones
Intercable, Inc. ("Jones Intercable") to be acquired by Comcast from BCI Telecom
Holding  and  affiliates  of  Glenn  R.  Jones  (the  "Jones   Acquisition")  in
transactions  previously announced by Comcast. The shares to be acquired consist
of an aggregate of approximately 12.8 million shares of Jones Intercable Class A
Common Stock and  approximately  2.9 million shares of Jones  Intercable  Common
Stock (the "Common Stock"),  representing  approximately 37% of the economic and
47% of the voting interest in Jones Intercable.  In addition,  the approximately
2.9  million  shares of Common  Stock will  represent  approximately  57% of the
outstanding  Common  Stock  which  class of  stock  elects  75% of the  Board of
Directors of Jones Intercable.

The  contribution,  which is subject to the receipt of required  regulatory  and
other approvals,  will be effective  immediately  following closing of the Jones
Acquisition,  which is  expected  to occur in the first  quarter  of 1999.  As a
result, Jones Intercable will become a consolidated public-company subsidiary of
Comcast Cable.



                                    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: September 17, 1998              By: /s/ Arthur R. Block
                                           -------------------------------
                                           Arthur R. Block
                                           Vice President and
                                           Senior Deputy General Counsel

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