Exhibit 5.2


                              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
           -------------------------------
           1997 Deferred Stock Option Plan
           -------------------------------

Dear Ladies and Gentlemen:

          We have served as counsel to Comcast Corporation, a Pennsylvania
Corporation (the "Company"), in connection with the registration by the Company
of obligations ("Deferred Compensation Obligations") which may be incurred by
the Company pursuant to the Company's 1997 Deferred Stock Option Plan (the
"Plan") and the filing of a registration statement on Form S-8  relating to the
Deferred Compensation Obligations (the "Registration Statement").  Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
assigned to them in the in the Registration Statement.

          As such counsel, we have made such legal and factual examination and
inquiries as we have deemed necessary or appropriate for purposes of this
opinion and have made such additional assumptions as are set forth below.

          The Plan document states that the Plan was established to permit
eligible employees and non-employee directors to defer the receipt of
compensation otherwise payable to such outside directors and eligible employees
in accordance with the terms of the Plan.  The Plan is unfunded and states that
it is maintained primarily for the purpose of providing deferred compensation to
outside directors and to a select group of management or highly compensated
employees.  For the purpose of this opinion, we have assumed that (1) the Plan
was duly adopted by the Company on September 16, 1997 and amended and restated,
effective November 29, 2001, in its current form on November 29, 2001, and (2)
the Plan is maintained primarily for the purpose of providing the opportunity to
defer the receipt of shares upon the exercise of options and to convert the
right to receive shares to the right to receive the cash value of the shares to
non-employee directors and a select group of management or highly compensated
employees.


          By its express terms, the Plan potentially results in a deferral of
income by employees for periods extending to the termination of covered
employment or beyond.  Accordingly, the Plan is an "employee pension benefit
plan" described in section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").  However, as a Plan that is unfunded and
maintained primarily for the purpose of providing deferred compensation to
outside directors and to a select group of management or highly compensated
employees, the Plan is subject to parts 1 and 5 of Title I of ERISA, but not to
any other provisions of ERISA.

          The Plan is not designed or operated with the purpose of satisfying
the requirements for qualification under section 401(a) of the Internal Revenue
Code of 1986, as amended.

          Parts 1 and 5 of Title 1 of ERISA do not impose any specific written
requirements on non-qualified deferred compensation arrangements such as the
Plan as a condition to compliance with the applicable provisions of ERISA.
Further, the operation of the Plan pursuant to the written provisions of the
Plan will not cause the Plan to fail to comply with parts 1 or 5 of Title 5 of
ERISA.

          On the basis of the foregoing, we are of the opinion that the
provisions of the written document constituting the Plan comply with the
requirements of ERISA pertaining to such provisions.

          This opinion letter is issued as of the date hereof and is limited to
the laws now in effect and in all respects is subject to and may be limited by
future legislation, as well as by future case law.  We assume no responsibility
to keep this opinion current or to supplement it to reflect facts or
circumstances which may hereafter come to our attention or any changes in laws
which may hereafter occur.

          We hereby expressly consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement.  In giving this consent,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the 1933 Act or the Rules and Regulations of the
Commission.


                              Sincerely,

                              /s/ Pepper Hamilton LLP