COMCAST CORP
8-K, 1999-11-17
CABLE & OTHER PAY TELEVISION SERVICES
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                       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

                             ----------------------

                                November 16, 1999
                        (Date of earliest event reported)

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



      Pennsylvania                    0-6983                   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



<PAGE>


ITEM 5.  Other Events.

           On November 16, 1999, Comcast Corporation  ("Comcast"),  announced an
agreement to swap certain cable  systems with Time Warner  Cable,  a division of
Time Warner Entertainment Company, L.P. A press release announcing the agreement
was issued by Comcast on November 16,  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.  Financial Statements and Exhibits.

          (c) Exhibits:

          99.1   Press Release dated November 16, 1999.




                                      -2-
<PAGE>
                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                        COMCAST CORPORATION



                                        By: /s/  Joseph J. Euteneuer
                                            Joseph J. Euteneuer
                                            Vice President and
                                            Corporate Controller




Date:  November 17, 1999


                                      -3-
<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                                    Exhibit
99.1                    Press Release dated November 16, 1999.










                                                             COMCAST CORPORATION
NEWS RELEASE
- -------------------------------------------------------------------------------

Contacts: at Time Warner
- ------------------------
Michael Luftman, Time Warner Cable                               (203) 328-0613

Contacts: at Comcast
- --------------------
Sheila Willard, Vice President of Government Affairs             (215) 981-7613
William Goetz, Regional Senior Vice President Southeast Region   (561) 227-1020
Diane Dietz, VP of Public Affairs, Midwest Region                (248) 204-6738


FOR IMMEDIATE RELEASE

               TIME WARNER CABLE AND COMCAST TO SWAP CABLE SYSTEMS
                IN INDIANA AND FLORIDA SERVING 253,000 CUSTOMERS

Comcast  Corporation and Time Warner Cable announced today that they have agreed
to trade  Comcast's  Lake  County  and  Tallahassee,  Florida  systems  for Time
Warner's Indianapolis, Indiana system.

Under the  agreement,  Time Warner will trade its  Indianapolis  cable system to
Comcast,  along  with  smaller  systems  in Marion and  Lizton,  Indiana,  which
together serve a total of 120,000  customers.  Comcast currently  operates cable
systems in the Indianapolis area serving 150,000 subscribers and will serve over
390,000  subscribers  in Indiana upon closing of this and certain  other pending
transactions.  In this swap,  Time Warner  will  receive  Comcast's  Tallahassee
system,  which serves 76,000  customers and its Lake County system near Orlando,
which has 57,000  customers.  Time Warner's  Orlando  division  presently serves
650,000  subscribers  and its  Florida  operations  serve more than 1.5  million
people.

The system swaps are subject to customary  closing and regulatory  approvals and
are expected to close by mid-2000.

"Continuing to enhance our already well-clustered  operations in key states like
Florida is a priority for Time Warner Cable," said Glenn A. Britt, the company's
president.  "We are  pleased  we've  been  able  to  accomplish  this  important
transaction  with Comcast and are confident our customers in  Indianapolis  will
continue to receive the highest levels of customer service."

"We  are  excited  to  strengthen  our   Indianapolis   presence   through  this
transaction," said Stephen B. Burke,  president of Comcast Cable Communications,
Inc. "We have served  Indianapolis  County for over 12 years and we look forward
to expanding our digital cable,  high-speed Internet services and other emerging
new services throughout the City. While it is always  disappointing to leave any
community,  we know that our  Tallahassee  and Lake County  customers will be in
good hands with Time Warner."

 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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