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): May 26, 1999

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

      PENNSYLVANIA                   000-6983                  23-1709202
- ------------------------      ------------------------       -------------
(State of Incorporation)      (Commission File Number)       (IRS Employer
                                                           Identification No.)

     1500 Market Street, Philadelphia, Pennsylvania          19102-2148
     -------------------------------------------------------------------
       (Address of principal executive offices)              (Zip Code)


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





ITEM 5.  Other Events.

     On  May  26,  1999,  Comcast   Corporation,   a  Pennsylvania   corporation
("Comcast"),  announced that it intends to redeem all $718.3  million  principal
amount of its outstanding 3.35%  Exchangeable  Subordinated  Debentures due 2029
(the  "Redemption").  A press release  announcing  the  Redemption was issued by
Comcast on May 26,  1999.  The  information  contained  in the press  release is
incorporated  herein by  reference.  The press  release  is  attached  hereto as
Exhibit 99.1.


ITEM 7(c).   EXHIBITS

99.1      Press Release dated May 26, 1999.




                                    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: May 27, 1999                  By: /s/ Joseph J. Euteneuer
                                         ---------------------------------------
                                         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 ANNOUNCES REDEMPTION OF
                      $718,293,750 EXCHANGEABLE EXTENDABLE
                  SUBORDINATED DEBENTURES DUE 2029 ("PHONES")

Philadelphia,  PA - May 26, 1999:  Comcast  Corporation  announced today that it
intends to redeem all $718.3 million  principal amount of its outstanding  3.35%
Exchangeable  Extendable  Subordinated Debentures due 2029, commonly referred to
as the PHONES. The Company has set July 9, 1999 as the date of redemption.  Were
the redemption based upon the closing price of $58 3/16 for AT&T common stock on
May 24, 1999, the  hypothetical  redemption  price would be $91.22979 per PHONES
(including  principal,  redemption  premium and accrued interest through July 9,
1999).  Please note that this  hypothetical  redemption  price is for  reference
purposes  only and that  there  can be no  assurance  that  such  price  will be
indicative of the actual  redemption  price. The actual redemption price will be
based upon the  average  closing  price per share of AT&T  common  stock for the
twenty trading days from and including June 3, 1999 up to and including June 30,
1999.

The  Company is  redeeming  the PHONES due to its  recently  announced  business
transaction with AT&T in which it intends to use the AT&T shares  underlying the
PHONES as consideration  for the purchase of cable systems from AT&T. The timing
of the  redemption  will allow the  Company to match the share price paid on the
PHONES' redemption to the share price to be realized for the AT&T stock which it
intends to use in the cable system exchange with AT&T in accordance with the May
4, 1999 agreement between the two companies.

Bankers Trust Company is acting as Trustee in connection with the redemption.

Comcast Corporation (www.comcast.com) is principally engaged in the development,
management  and  operation of broadband  cable  networks and in 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 Special  Common  Stock and Class A Common Stock are traded on
The Nasdaq Stock Market under the symbols CMCSK and CMCSA, respectively.

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