Exhibit 5.1

                              Pepper Hamilton LLP
                             3000 Two Logan Square
                          Eighteenth and Arch Streets
                          Philadelphia, PA 19103-2799
                                  215.981.4000
                                Fax 215.981.4750

                                January 22, 2002


Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148

Re:  Comcast Corporation
     Registration Statement on Form S-8

Ladies and Gentlemen:

     Reference is made to a registration statement on Form S-8 of Comcast
Corporation (the "Company") which is being filed with the Securities and
Exchange Commission  (the "Registration Statement").  Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.

     The Registration Statement relates to $250,000,000 of obligations
("Deferred Compensation Obligations") which may be incurred by the Company
pursuant to the Comcast Corporation 1997 Deferred Stock Option Plan (the
"Plan").

     In connection with our representation of the Company, as a basis for our
opinions hereinafter set forth, we have examined the Registration Statement,
including the exhibits thereto,  the Company's Articles of Incorporation, as
amended, the Company's By-laws, the Plan and such certificates, records,
statutes and other documents as we have deemed appropriate in rendering this
opinion.  As to matters of fact, we have relied on representations of officers
of the Company. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the authenticity of all documents submitted to us as copies of originals.

          Based on the foregoing, it is our opinion that the Deferred
Compensation Obligations incurred by the Company in accordance with the Plan
will be valid and binding obligations of the Company enforceable against the
Company in accordance with the terms of the Plan, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws relating
to or affecting creditors' rights generally and (b) general principles of
equity, regardless of whether enforceability is considered in a proceeding at
law or in equity.  This opinion is being furnished


to you solely for submission to the Securities and Exchange Commission as an
exhibit to the Registration Statement and, accordingly, may not be relied upon,
quoted in any manner to, or delivered to any other person or entity, without in
each instance our prior written consent.

          We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules or regulations of the Securities and
Exchange Commission thereunder.



                              Very truly yours,



                              /s/ Pepper Hamilton LLP