SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROBERTS BRIAN L

(Last)

(First)

(Middle)

ONE COMCAST CENTER

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMCAST CORP [ CMCSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of Board, Pres. & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Special Common Stock	03/02/2010		J⁽¹⁾		176,408	D	$0	8,741,472⁽¹⁾	I	By LLC
Class A Special Common Stock	03/02/2010		J⁽²⁾		1,685,149	D	$0	7,056,323⁽²⁾	I	By LLC
Class B Common Stock	03/02/2010		J⁽¹⁾		225,992	D	$0	11,198,462⁽¹⁾	I	By LLC
Class B Common Stock	03/02/2010		J⁽²⁾		2,158,799	D	$0	9,039,663⁽²⁾	I	By LLC
Class A Special Common Stock								1,002,633	D
Class A Special Common Stock								63,536.722	I	By 401(k)
Class A Special Common Stock								240	I	By Daughter
Class A Special Common Stock								4,068	I	By Spouse
Class A Special Common Stock								1,222,065	I	By Trusts
Class B Common Stock								404,712	I	By Trusts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On March 2, 2010, the reporting person transferred to a family trust 17.3144 units, or a 2.5% interest in, BRCC Holdings LLC, which conveyed to the trust an indirect interest in 176,408 shares of Class A Special Common Stock and 225,992 shares of Class B Common Stock. The reporting person continues to have an indirect pecuniary interest in the transferred interest and shares. At the time of the transfer, the trust transferred to the reporting person an amount in cash and forgave certain debt owed by the reporting person to the trust.

2. On March 2, 2010, the reporting person established a grantor retained annuity trust (GRAT) and transferred to the GRAT 165.3967 units of, or a 23.881% interest in, BRCC Holdings LLC, which conveyed to the GRAT an indirect interest in 1,685,149 shares of Class A Special Common Stock and 2,158,799 shares of Class B Common Stock. The reporting person continues to have an indirect pecuniary interest in the transferred interest and shares. At the time of the transfer to the GRAT, a family trust holding the remainder interest in the GRAT transferred an amount in cash to the reporting person.

Remarks:

	/s/ Brian L. Roberts	03/03/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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