EXHIBIT 5.2


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

                                                September 9, 2002


Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148

          Re: Comcast Corporation
              1990 Restricted Stock Plan

Dear Ladies and Gentlemen:

          We have served as special counsel to Comcast Corporation, a
Pennsylvania Corporation (the "Company"), in connection with the registration by
the Company of shares of Class A Special Common Stock, par value $1.00 (the
"Shares") which may be issued by the Company pursuant to the Company's 1990
Restricted Stock Plan (the "Plan") and the filing of a registration statement on
Form S-8 relating to the Shares (the "Registration Statement"). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings assigned
to them in the Registration Statement.

          As such special 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 permits eligible employees to
defer the receipt of compensation otherwise payable to such eligible employees
in accordance with the terms of the Plan. The Plan is unfunded and the
provisions relating to the deferral of receipt of Shares are maintained
primarily for the purpose of providing deferred compensation 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 December
19, 1990 and amended and restated, effective June 21, 1999, in its current form
on June 21, 1999, and (2) the Plan provisions relating to deferral of the
receipt of Shares are maintained primarily for the purpose of providing the
opportunity to defer the receipt of shares upon the vesting of restricted stock
to 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 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
                                                     PEPPER HAMILTON LLP