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^*

COHEN DAVID L

(Last)

(First)

(Middle)

COMCAST CORPORATION

1500 MARKET STREET

(Street)

PHILADELPHIA

19102

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2008

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 Common Stock⁽¹⁾	03/09/2008		M		67,500	A	$0	90,490.4988	D
Class A Common Stock⁽²⁾	03/09/2008		F		26,132	D	$19.67	64,358.4988	D
Class A Common Stock⁽¹⁾	03/10/2008		M		21,038	A	$0	85,396.4988	D
Class A Common Stock⁽²⁾	03/10/2008		F		9,214	D	$19.39	76,182.4988	D
Class A Special Common Stock⁽³⁾	01/02/2008		M		7,500	A	$0	8,291.203	D
Class A Special Common Stock⁽²⁾	01/02/2008		F		2,421	D	$17.66	5,870.203	D
Class A Common Stock								37,966	I	By GRAT
Class A Special Common Stock								19,665	I	By GRAT

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)
Restricted Shares	⁽⁴⁾	01/02/2008		M			7,500	⁽⁵⁾	⁽⁵⁾	Class A Special Common Stock	7,500	$0	0.0000	D
Restricted Stock Units	⁽⁶⁾	03/09/2008		M			67,500	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	67,500	$0	60,000	D
Restricted Stock Units	⁽⁶⁾	03/10/2008		M			21,038	04/10/2007⁽⁸⁾	⁽⁸⁾	Class A Common Stock	21,038	$0	98,175	D

Explanation of Responses:

1. Shares acquired on the vesting of restricted stock units.

2. Shares withheld for payment of tax liability.

3. Shares acquired on the vesting of restricted shares.

4. Each restricted share represents a contigent right to receive one share of Class A Special Common Stock.

5. On 7/1/02, the Reporting Person was granted 20,000 restricted shares of Class A Special Common Stock, which vested in four equal annual installments beginning 1/2/03 and had previously been reported as shares of Class A Special Common Stock directly owned on Table I of Form 4. As a result of a recent amendment to the plan pursuant to which the grant was issued, the 10,000 unvested restricted shares may now be paid in cash or in shares at the election of the Reporting Person, and therefore should now be reported on Table II.

6. Each restricted stock unit represents a contigent right to receive one share of Class A Common Stock.

7. The restricted stock units vest in installments of 15%, 15%, 15%, 15% and 40% on the 1st, 2nd, 3rd, 4th and 5th anniversaries of the date of grant (March 9, 2004), respectively.

8. The restricted stock units vest in installments of 15%, 15%, 15%, 15% and 40% on the 13th-month, 2nd, 3rd, 4th and 5th anniversaries of the date of grant (March 10, 2006), respectively.

Remarks:

	By: Arthur R. Block, Attorney-in-fact for David L. Cohen	03/11/2008
	** 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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