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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 RALPH J

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman-Exec & Finance Comm

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2004

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	08/03/2004		S		9,900	D	$28.22	4,416,073⁽¹⁾	D
Class A Special Common Stock	08/03/2004		S		5,200	D	$28.2	4,410,673	D
Class A Special Common Stock	08/03/2004		S		78,768	D	$28.18	4,331,705	D
Class A Special Common Stock	08/03/2004		S		34,836	D	$28.17	4,296,669	D
Class A Special Common Stock	08/03/2004		S		8,500	D	$28.16	4,287,969	D
Class A Special Common Stock	08/03/2004		S		27,000	D	$28.15	4,260,769	D
Class A Special Common Stock	08/03/2004		S		84,996	D	$28.14	4,175,573	D
Class A Special Common Stock	08/03/2004		S		125,436	D	$28.13	4,049,937	D
Class A Special Common Stock	08/03/2004		S		178,845	D	$28.12	3,870,892	D
Class A Special Common Stock	08/03/2004		S		149,613	D	$28.11	3,721,079	D
Class A Special Common Stock	08/03/2004		S		35,200	D	$28.1	3,685,679	D
Class A Special Common Stock	08/03/2004		S		57,543	D	$28.09	3,627,936	D
Class A Special Common Stock	08/03/2004		S		9,300	D	$28.08	3,618,436	D
Class A Special Common Stock	08/03/2004		S		12,520	D	$28.07	3,605,716	D
Class A Special Common Stock	08/03/2004		S		30,996	D	$28.06	3,574,520	D
Class A Special Common Stock	08/03/2004		S		149,986	D	$28.05	3,424,334	D
Class A Special Common Stock	08/03/2004		S		201,361	D	$28.04	3,222,773	D
Class A Special Common Stock	03/22/2004		G	V	1,215⁽²⁾	D	⁽²⁾	345,241	I	By Family Partnerships

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. In the reporting person's Form 4 filed on February 3, 2004, the number of shares beneficially owned following the reported transactions was inadvertently miscalculated and failed deduct the gift of 200 shares on December 16, 2003 that was reported on that Form 4. This Form 4 corrects that error.

2. Gifts of units of family limited liability companies, which are the general partners of family limited partnerships which hold shares of Class A Special Common Stock.

Remarks:

	/s/ Roberts, Ralph J.	08/04/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.