COMCAST CORP
8-K, 2001-01-04
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



       Date of Report (Date of earliest event reported): December 31, 2000



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


 Pennsylvania                        0-6983                         23-1709202
----------------                 ----------------                  -------------
(State or other                 (Commission file                  (IRS employer
jurisdiction of                      number)                      identification
incorporation)                                                          no.)



             1500 Market Street, Philadelphia, PA         19102-2148
            --------------------------------------------------------
            (Address of principal executive offices)      (Zip Code)




        Registrant's telephone number, including area code (215) 665-1700
                                                           --------------
<PAGE>
Item 5.  OTHER EVENTS

         Comcast Cable Communications,  Inc. ("Comcast Cable" or the "Company"),
an  indirect  wholly  owned  subsidiary  of  Comcast  Corporation   ("Comcast"),
completed  its  previously  announced  cable  system  exchanges  with AT&T Corp.
("AT&T")  and  Adelphia  Communications  ("Adelphia")  on December  31, 2000 and
January 1,  2001,  respectively.  The two  separate  transactions  with AT&T and
Adelphia  involved  the  exchange  of cable  systems  serving  an  aggregate  of
approximately 2.4 million subscribers.  These cable system exchanges will enable
Comcast  Cable to  increase  its  geographic  coverage  by  establishing  larger
regional clusters that strategically  support the growth of the Company, as well
as its ability to provide new products to its subscribers.

         In the AT&T  transaction,  Comcast Cable received cable systems serving
approximately  770,000  subscribers in Washington,  D.C., as well as in parts of
Pennsylvania,  New Jersey,  western  Florida and  Michigan.  In  exchange,  AT&T
received  cable  systems  from  Comcast  Cable  serving   approximately  700,000
subscribers in  Sacramento,  Colorado,  Chicago,  eastern  Florida,  Georgia and
Westmoreland,  Pennsylvania.  In a separate  transaction,  which is  expected to
close in the first half of 2001  subject to the  receipt  of  customary  closing
conditions  and  regulatory  approvals,  Comcast will acquire cable systems from
AT&T  serving  approximately  700,000  subscribers  in  New  Mexico,   Maryland,
Pennsylvania,  New Jersey and  Tennessee  in exchange for AT&T common stock that
Comcast currently owns or may acquire.

         In the Adelphia  transaction,  Comcast  Cable  received  cable  systems
serving approximately  460,000 subscribers in New Jersey,  eastern Pennsylvania,
Michigan,  Indiana,  New Mexico  and  western  Florida.  In  exchange,  Adelphia
received  cable  systems  from  Comcast  Cable  serving   approximately  440,000
subscribers in the greater Los Angeles area, as well as in Palm Beach,  Florida.

         Certain of the subscribers  and locations  indicated above make minimum
corrections  to those  contained in the  Company's  press  release of January 2,
2001.

                                       2
<PAGE>

                                   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.

Dated:  January 4, 2001                      COMCAST CORPORATION

                                             By: /s/ William E. Dordelman
                                                 ------------------------
                                                 William E. Dordelman
                                                 Vice President















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