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): August 1, 2002
                                                           --------------


                               COMCAST CORPORATION
                -----------------------------------------------
                (Exact Name of Registrant Specified in Charter)


   Pennsylvania                      0-6983                      23-1709202
-----------------              -------------------          ------------------
 (State or Other                (Commission File             (I.R.S. Employer
 Jurisdiction of                     Number)                Identification No.)
 Incorporation)


          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 7 (c).    Exhibits

        Exhibit
        Number                           Description

          99.1      Statement   Under  Oath  of  Principal   Executive   Officer
                    Regarding Facts and  Circumstances  Relating to Exchange Act
                    Filings.

          99.2      Statement   Under  Oath  of  Principal   Financial   Officer
                    Regarding Facts and  Circumstances  Relating to Exchange Act
                    Filings.

          99.3      Statement   Under  Oath  of  Principal   Financial   Officer
                    Regarding Facts and  Circumstances  Relating to Exchange Act
                    Filings.




Item 9. Regulation FD Disclosure


     On  August  1,  2002,  Comcast  Corporation  ("Comcast")  submitted  to the
Securities and Exchange  Commission  the Statements  Under Oath of the Principal
Executive  Officer and the  Principal  Financial  Officers of Comcast  Regarding
Facts and  Circumstances  Relating to Exchange Act Filings  (the  "Statements").
Such Statements are attached hereto as Exhibits 99.1, 99.2 and 99.3.




















                                    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.

Date: August 1, 2002                 COMCAST CORPORATION

                                     By: /s/ Lawrence J. Salva
                                         -----------------------------------
                                         Lawrence J. Salva
                                         Senior Vice President
                                         (Principal Accounting Officer)