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     The following conference call was held by Comcast with its investors on
August 1, 2001:

                              Comcast Corporation
                  Second Quarter 2001 Investor Conference Call
                                 August 1, 2001

Operator:          ...Welcome to the second quarter 2001 Investor Conference
                   Call for Comcast Corporation. Today's call is being
                   recorded. At this time for opening remarks and introduction
                   I would like to turn the call over to the Executive Vice
                   President and Treasurer of Comcast, Mr. John Alchin. Please
                   go ahead sir.

John:              Thank you and welcome everybody to our second quarter
                   earnings call. Just before we proceed I would like to alert
                   everybody to the fact that we have both audio and slides on
                   our web site So for those of you who are
                   listening in by phone we would encourage you to look at that
                   Web site to pull up the slides. They are operated manually
                   so you can advance them, as you want. Secondly I would refer
                   everybody to our Safe Harbor Disclaimer referencing any
                   forward looking statements in this presentation and to the
                   risks associated with any of those forward looking
                   statements. So let us proceed directly into the
                   presentation. We are delighted with the outstanding results
                   that we are reporting in all three core business segments
                   that we have; cable, content and QVC. We have terrific
                   momentum in our cable operation with RGU growth continuing
                   sequentially from first quarter to second quarter and we are
                   very confident of the second half of the year doing even
                   better than we have in the first half of the year. QVC has
                   reported yet another outstanding quarter of growth with its
                   second quarter results. We have expanded the Footprint and
                   cable significantly in the last three- month period. You
                   will be hearing from Steve Burke as he details the systems
                   that have been integrated throughout the first six months of
                   this year, over two million subscribers over a six month
                   period. On the content front we have terrific results in E,
                   in The Golf Channel and the Sports Channel. In the Golf
                   Channel we increased our ownership stake by over 30% and as
                   from the second quarter we are no longer reporting this
                   asset on an equity basis but rather consolidating it into
                   the numbers. So we now have 91% ownership interest in the
                   Golf Channel and it is reported on a consolidated basis from
                   here on out. We are reiterating our targets for all of the
                   guidance that we have given previously but I think on a more
                   exciting front we are increasing the new revenue generating
                   targets that we had for both the digital product and the
                   data product in the cable division. All of these results
                   reaffirm the reasons that we have stated over the past three
                   weeks for the offer for AT&T's Broadband assets. Before we
                   get into any issues related to that transaction let us share
                   the exciting enthusiasm we have for this quarters results.

                   If you look at the quarter alone we report $2.2 billion of
                   revenue, up 20% from a year ago and $700 million of
                   operating cash flow, up fully 16% from a year ago. We would
                   point out though that if you back out the losses associated
                   with our new business Telephony initiatives we would be
                   reporting operating cash flow growth of fully 20.8% for the
                   quarter. The consolidated results as I break them down by
                   segment reports for Cable fully 13% of cash flow growth, for
                   QVC 19% consolidated cash flow growth, content over 21%,
                   aggregated 16%, cash flow growth out of the core businesses
                   before taking into account the new business initiatives. All
                   of those numbers are on an apples to apples basis pro-formed
                   to the transaction that Steve will be detailing in his
                   comments. Before we go into the cable division let us first
                   highlight the terrific results that we have out of QVC. QVC
                   prior to the losses associated with QVC Japan generated
                   fully 24% cash flow growth for the quarter. The real driving
                   machine behind QVC is the domestic operation, which includes
                   both the television channel and iQVC. The domestic operation
                   accounts for fully 86% or $757 million of the $876 million
                   of revenue that we reported. We generated fully $167 million
                   of cash flow more than the total cash flow reported, which
                   is $160 million and reflects the losses associated with our
                   German and Japanese initiatives. In this domestic operation
                   we saw revenue growth of 15% for the quarter, cash flow
                   growth of 23% and an increase in the operating margin of
                   fully 1.4 percentage points finishing the quarter with a 22%
                   cash flow margin for the


                   second quarter. This cash flow margin increase is driven by
                   a number of factors, a change in mix, strong pricing
                   elements, productivity and expense containment. On the
                   productivity side we saw double digit growth, mid teen gains
                   in the dollars per minute in both the apparel sector and the
                   home sector. So across all fronts we are seeing very strong
                   numbers out of QVC. On the expense front both variable
                   expenses associated in a number of areas like customer
                   service telecoms all contained and below where they were a
                   year ago. Even in the fixed cost category we see expenses at
                   lower levels than they were 12 months ago. You may recall
                   that 12 months ago we had a new warehouse coming on site
                   with Rocky Mount, the startup costs associated there no
                   longer reflected in the numbers. We are really producing
                   optimally out of that facility now and contributing to the
                   increased operating margin up to 22%. As I mentioned we
                   launched QVC Japan. That happened on April 1st and generated
                   $1.6 million of revenue in the second quarter and incurred a
                   loss in line with our estimates of $6.6 million. That loss
                   is reflected in the $160 million number that we show on the
                   slides and in our press release. The only other news I would
                   like to share with you on QVC at this point is that we are
                   starting an exciting new marketing initiative in August,
                   which is later this month opening up a QVC store in the Mall
                   of America. This is really an opportunity for us to showcase
                   product, to attract new customers. It becomes like a remote
                   studio where we can show people who are in the Mall of
                   America just what QVC has on the channel. So it becomes a
                   whole new concept of marketing the brand and marketing the
                   products. Let us move on now to content. In this area E! had
                   another terrific quarter. E! reported revenue growth in the
                   mid to high teens driven primarily by advertising revenue
                   growth up in the mid 20% range. This is attributable to
                   subscriber growth and a carry over from last years up front
                   market. Affiliate revenues are also up because of subscriber
                   growth. In fact E! reported fully a 15% increase in the
                   number of subscribers to at total of 70 million at the end
                   of June. We see similar terrific results coming out of The
                   Golf Channel. It is growing in line with E!, 24% increase in
                   the number of Golf Channel subscribers. The Golf Channel is
                   now available to 40 million customers worldwide and about
                   95% of those customers are in the domestic market. Golf will
                   report between $40 to $50 million of operating cash flow
                   this year, up significantly from the numbers reported last
                   year. We had a very exciting second period in the sports
                   area as well reminding listeners that we closed the
                   acquisition of Home Team Sports in February. So we now have
                   over 50% of our subscriber base with Comcast branded sports
                   programming in the mid Atlantic super cluster stretching
                   from south of Washington DC through to northern New Jersey.
                   We remain very comfortable with the guidance that we have
                   out there for our content sector, which is for mid teen
                   growth in the revenue category with operating cash flow
                   growth probably in excess of 20% for the year. So with that
                   let us turn to the cable division. The cable division
                   reported 9.7% growth in revenues to almost $1.3 billion and
                   over $560 million of operating cash flow, up 13% from the
                   same period last year. With that cash flow growth we
                   increased our margin to 43.7%, up from 42.5% a year ago and
                   up from 42.6% in the first quarter this year on an apples to
                   apples basis. This reflects early expense savings in the
                   acquired properties that we will be talking about in a
                   minute. On the revenue front we remain very comfortable with
                   the range of 9 to 10% revenue growth that we have given as
                   guidance for the full year this year. This will require
                   revenue growth in the second and third quarters in excess of
                   12% and this is very doable. The way this is happening is
                   acquired systems produced over 20% of the revenue that our
                   entire operations produce now. We have seen slower
                   implementation of digital and data products in those
                   acquired properties, but that is now fully underway. A
                   somewhat later introduction of rate increases but you will
                   see all of the impact of that in the second half of the
                   year. At the same time we have the historic systems
                   operating on all cylinders with terrific new product roll
                   out, improving operating margins and a great outlook for the
                   second half of the year. I think I have to clarify one
                   thing. I said that revenue would be growing 9 to 10%. I
                   should have said 10 to 12%. So just reiterating that revenue
                   growth for the full year will be 10 to 12% and very
                   comfortable with that guidance. Cash flow increased 13%.
                   This is because expense initiatives kicked in very quickly.
                   We are looking at 13%; up from 11.1% growth in the first
                   quarter and Steve will take you through the integration
                   success that we have had in the first six months of the
                   year. Moving on to the digital product we saw fully 77%
                   growth in digital subscriptions to 1.84 million at June
                   30th. We added over 200,000 subscriptions in the second
                   quarter. This is up 26% from the 159,000 subscriptions that
                   we added in the first quarter of the year and greater than
                   the 193,000 that we added in the second quarter of year
                   2000. Average weekly additions in the second quarter were
                   fully 15,500 up from 12,200 in the first quarter. We have
                   penetration of 23% now.


                   We fully expect to finish the year between 25 to 30%
                   penetrations at year-end. Believe it or not we have this
                   product now in front of 97% of the cable subscribers that we
                   serve. Most excitingly we have increased our guidance for
                   this product at year-end from 2 million subs to 2.2 million

                   The high-speed data product offers an even more exciting
                   story. We finished the quarter with 676,000 subscribers, a
                   128% increase. We added 101,000 subscribers in the second
                   quarter, up from 95,000 in the first quarter of this year
                   and almost double the 51,000 that we added in the second
                   quarter of 2000. Our weekly rate of additions of this
                   product amounted to 7,800 a week, up from 4,000 in the
                   second quarter last year. This product is available to over
                   8 million homes today. That represents fully 60% of the 13.5
                   million homes that we serve. We have done an awful lot in
                   the last three months to ensure that demand for this product
                   continues to increase as we go into the second half of this
                   year and on into 2002. This demand we have seen continuing
                   to increase in the face of a rate increase of some to 12 to
                   12.5%. We have increased the rate for this product to $44.95
                   for those customers leasing a modem and to $39.95 for those
                   customers buying a modem provided they subscribe to our
                   cable product. All of the new customers are on this rate
                   card now. By year-end existing customers will move to the
                   new rate card. All promotional activity that we have
                   undertaken is working extremely well. We are now in over 960
                   retail outlets; up from 600 at the beginning of the year
                   just six months ago and we will be in 1200 retail outlets by
                   the end of the year. Over 400 Radio Shack outlets and 100
                   Circuit City outlets have been active in re-merchandising,
                   creating new stands, displaying new ways in which Comcast is
                   marketing this product. We should reap the benefits of all
                   of this work in the second half of the year. The network
                   continues to improve, contact rates from customers is at
                   half the level that it was six months ago and there has been
                   absolutely no change in the churn rate on this product. This
                   is all only achievable because of the stage we are at with
                   our rebuild. As we show on the next slide by year-end over
                   95% of our plant will have at least 550 megahertz of
                   capacity. I would draw everybody's attention to the fact
                   that the second quarter represents the peak level of capital
                   investment in our cable plant. We invested $512 million of
                   capital in our cable plant in the second quarter. Our
                   investment level for the first half of the year is $950
                   million. We are increasing the capital guidance for the year
                   from $1.45 to $1.75 billion. Of the incremental $300
                   million, $125 million relates to the additional modems and
                   digital boxes that we will deploying to meet the increased
                   guidance that we have given and another $175 million relates
                   to the accelerated rebuild. With a year-end target of $1.75
                   billion you will see a slow down in the rate of capital
                   investment. In the second half of the year we will be
                   investing approximately $800 million in the second half of
                   the year, down from 950 in the first half of the year. This
                   of course has implications for our ability to generate free
                   cash flow. At year end we will generate prior to our new
                   business initiatives and one time taxes that will be paid in
                   relation to some investment gains between $100 million to
                   $200 million of free cash flow. This means that we are
                   internally funding this year fully $2.2 billion of capital
                   investment across all of our business lines, $650 million of
                   interest and over $200 million of taxes from internally
                   generated funds. So in closing then I would just like to
                   reiterate our cable financial guidance. Revenue will grow
                   this year for the full year 10 to 12%. Cash flow will grow
                   for the full year between 12 to 13%. We will have at
                   year-end approximately 950,000 cable modem customers and
                   over 2.2 million digital subscriptions at December 31st.
                   With that please let me pass over to Steve.

Steve Burke:       Thank you very much John. If you look at our business
                   objectives for the quarter we really had four major
                   objectives. First to continue to increase cash flow and
                   hopefully accelerate it. Secondly to accelerate RGU growth.
                   Third, to continue our aggressive rebuild schedule. Fourth,
                   to continue to integrate new systems. I think the good news
                   is after the first half of this year the bulk of that
                   integration process is now behind us. All of our pending
                   deals are closed and now all of those systems are part of
                   Comcast and as you can see on this slide we have brought in
                   1.9 million subscribers to the company. That is the gross
                   amount of subscribers that came from other companies and are
                   now part of Comcast. The net number is 769,000 but the
                   digestion if you will is really 1.9 million. We have had a
                   great deal of activity regarding these new subscribers and
                   new systems. The good news is right now, all of the
                   management teams are in place. The re-budgeting process,
                   which we have referred to on previous calls, has been
                   completed. I am pleased to say in


                   all of the major systems we are seeing a four to six point
                   margin improvement in all of the systems that we have
                   brought in. We believe there is obviously more to come. If
                   you look at the next slide you will see that over the last
                   five quarters while we have taken in 1.9 million new
                   subscribers while we have rebuilt literally a quarter of our
                   company; a faster rebuild then we have ever had in the
                   history of the company through all of that we have had very
                   solid margins. In fact in the second quarter of calendar
                   2001 our margin increased over a percentage point up to
                   43.7%. A big part of that improvement is due to our
                   integration success. The good news is I mentioned we had
                   four business objectives. Two of those objectives by the end
                   of this year will be largely complete. In other words
                   integration and the rebuild process. So we can really
                   concentrate on increasing RGU growth and free cash flow and
                   operating cash flow growth and acceleration. Now moving on
                   to future new products. We believe we have a very strong
                   foundation in place. As John mentioned by the end of this
                   year we will be 95% rebuilt and so that gives us the
                   platform for growth. Importantly we will have 2.2 million
                   set top boxes in field, which will be a way to introduce new
                   products on a proven technology that is in people's homes.
                   Of course 950,000 cable modems in people's homes, as well.
                   Video On Demand I think represents one of the key ways that
                   we are going to be leveraging this platform. We think Video
                   On Demand as we have mentioned previously is very important
                   strategically. First it is a way to drive out digital
                   penetration deeper and faster than otherwise would be the
                   case. Secondly it is a great competitive differentiator
                   versus satellite. It is something that cable can do that
                   satellite cannot. Third we believe in time this will be a
                   real moneymaker. Today we have about 200,000 Video On Demand
                   enabled homes and we expect that number to ramp to over 2
                   million Video On Demand enabled homes by the end of this
                   year. We have made good progress on our tests and
                   integration with billing systems and so on and so forth. We
                   are also very encouraged by the Universal In Demand deal,
                   which was announced last week. We believe more studios are
                   waiting in the wings and so product will become more
                   available in the future. We are also encouraged by the Time
                   Warner SVOD tests and believe that SVOD is going to be a
                   very important part of making the Video On Demand platform a
                   positive for cable. We think this is a chance for us to take
                   a leadership position versus satellite and we certainly
                   intend to be at the front of the industry in doing that.
                   Moving on to @Home, while the business is in great shape and
                   continuing to ramp and accelerate I want to make a few
                   points about what we will be doing in the second half of the
                   year and into next year to keep that going. The retail
                   accounts that we have now, we have a large number of retail
                   accounts that we have had for over a year. Many will be
                   going through their second Christmas season. We will be
                   launching a very important back to school promotion this
                   fall in August and September. So a second holiday season if
                   you will for the at home business and retail is a big part
                   of that. At the same time we spent a lot of time over the
                   last few months working with at home to restructure our
                   relationship. We ended exclusivity; it will end in the month
                   of December. We have announced that and we are also trying
                   to work on a deal that would restructure the way we handle
                   the consumer interface and also some of the financial
                   aspects of that deal. We have mentioned previously, we are
                   committed to multiple ISP's. We are doing a trial in
                   Philadelphia; that is going well. Finally we are very, very
                   encouraged about the potential represented by Docsis 1.1,
                   which should be out some time later this year. We think that
                   will give us a chance next year to not only have one high
                   speed data service but be able to introduce a less expensive
                   lower speed service and a more expensive higher speed
                   service and bring new users in and help accelerate that
                   business. Much in the same way that Video On Demand is going
                   to help us accelerate our digital roll out. The third new
                   product area that we have been working on and is clearly a
                   big part of our plans in the future is Telephony. We
                   continue to manage the Michigan operations and Virginia
                   operations that we have inherited through acquisitions.
                   Those operations were cash flow positive for the quarter;
                   contributed to our results. We continue to make good
                   progress in terms of our tests of voice over IP and
                   obviously remain committed to Telephony as a big upside in
                   cable's future. John?

John:              Let us pass it over to Brian.

Brian:             Thank you John and Steve. I am going to mostly focus on our
                   proposal to AT&T and talk about. I will talk a little bit
                   about our proposal to AT&T but I want to begin by just
                   echoing that we feel this was a fabulous operating quarter.
                   I am very proud in what John and Steve just outlined.


                   Thirteen- percent cable cash flow growth is an acceleration
                   and demonstrates that these new products really do deliver
                   an increasing cash flow. I am very pleased with the
                   increased operating margins back to 43.7%, which we took in
                   systems with lower margins and were able to pull the margins
                   up and that is a pretty dramatic increase quarter to
                   quarter. The acceleration in our data business, which is
                   really quite rapid and therefore leading to the revised year
                   end guidance both for data and digital but quite dramatic in
                   data is very encouraging. It is the second increase in
                   guidance this year. The first quarter of course we increased
                   our cash flow and we remain comfortable that we can grow the
                   new products and meet the revised upward cash flow guidance
                   that we have already given you. Really when you think about
                   doing that on the heels of what Steve said, an integration
                   effort of over two million or about two million customers in
                   the last six months alone. It really encourages me that we
                   are up to the challenge for AT&T Broadband and what we have
                   proposed. I would be remiss if I did not acknowledge my
                   friends at QVC because it is one amazing quarter to have 23%
                   operating cash flow growth in the United States ten years
                   into a business with no acquisitions. It continues to do it
                   and amazes every quarter and our hats off to Doug Briggs and
                   Bill Costello. I do think it positions us as the world's
                   leader in electronic commerce and is a great asset for the
                   combined potential company. Let me talk a few words about
                   our proposal to acquire AT&T Broadband. We have proposed a
                   transaction that has the potential to be great for both sets
                   of shareholders. We hope to begin a dialogue promptly with
                   AT&T about the details of our proposal. Much has been said
                   that our proposal does not reflect what AT&T paid. I am not
                   sure that that is the most relevant current reflection of
                   the value of a business. I would like to point out that if
                   you look at the AT&T Investor Presentation when they
                   purchased Media One and the AT&T TCI merger proxy when they
                   purchased TCI according to their own filings they paid
                   around $3,400 to $3,500 per subscriber on average. Our offer
                   is north of that. Secondly and perhaps more importantly our
                   offer represents substantially comparable per sub, sub for
                   sub value for AT&T Broadband relative to Comcast even though
                   there is a meaningful difference in today's metrics and
                   people's view of the short term and medium term future for
                   the two businesses. Of course the market has responded and
                   maybe this is the most important metric of our proposal and
                   people's response to it is that the AT&T stock has gone up
                   in approximately $13 billion post offer to date. Another
                   point I would like to make is that 80% of AT&T's close to
                   700 institutional shareholders also own Comcast. I think
                   that shows a remarkably broad acceptance of our company, our
                   voting structure by AT&T's largest owners. Remember under
                   our offer a majority of the value creation goes directly to
                   the AT&T shareholders because of course they are going to
                   own a majority of the resulting company. But there is
                   significant value creation opportunity for the Comcast
                   shareholders as well. With only 20% of the total synergy
                   potential realized in year one and 30% in year two the
                   transaction would be near EBITDA even break even for Comcast
                   shareholders in year one and EBITDA accretive in year two.
                   Unlike other buyers in other lines of businesses our only
                   focus is on value creation through the broadband business.
                   We have perfect alignment with the shareholders of AT&T
                   Broadband. Finally a word about Telephony and our Telephony
                   vision as Steve mentioned a little bit on it. We are
                   committed to the cable Telephony opportunity and as we learn
                   more about AT&T's efforts we are sure that we can bring our
                   financial approach and disciplined approach to roll out of
                   new services to enhancing their existing offerings and find
                   a way to create significant shareholder value. We think
                   Telephony is a big part of cable's future. We are fully
                   committed to seeing our proposal through and hope that
                   today's fantastic results demonstrate that we have the
                   management team and the focus to realize the exciting
                   business combination that we proposed. With that we will
                   open it to questions.

John:              Operator if you could open up the Q&A.  Please.

Operator:          Thank you sir. Investors wishing to ask a question may
                   signal us by pressing the digit one on your touch-tone
                   telephone. If your question has been answered and you wish
                   to be removed from the queue please press the pound sign. If
                   you are using a speakerphone please pick up the hand set
                   before pressing the numbers. One moment please. We have
                   Niraj Gupta from Salomon Smith Barney on line with a
                   question. Please state your question.

Niraj:             Thank you and good afternoon guys. The question was really
                   mostly on QVC. The growth as Brian pointed out is somewhat
                   remarkable, almost boring how consistent it is but given the


                   growing number of channels that we are seeing for home, the
                   ability to do 15% domestic growth is just a big number. I
                   was hoping that Doug or Bill could speak to the number of
                   new customers that you added in the quarter and how perhaps
                   online is contributing to that and maybe just a little
                   discussion on that front. Then I had one I guess conceptual
                   question for Brian. When you guys talked about the strategic
                   benefit of having 22 million subscribers in terms of
                   launching new services, whether that be content, interactive
                   TV, Internet Telephony etc. I think that the scale part of
                   it clearly rang loud and clear with everyone. I know it is
                   early and you are not at the finish line in terms of AT&T
                   Broadband but I was just curious Brian if you could talk
                   about perhaps inquiries into those kinds of opportunities
                   that may have come from third parties. I am just curious if
                   people have expressed interest in that even though we are
                   obviously far from any kind of conclusion with that affair.

John:              Niraj you got in under the wire. I was going to restrict
                   everybody to one question each but you got in before I had a
                   chance to say that. So we will take both and see where we go
                   from here. Bill, are you on the line?

Bill:              Yes.

John:              Could you speak briefly to the first question?

Bill:              I think Niraj had a very good comment. Given the historical
                   results that we have had looking forward is always a concern
                   because can we keep it up? I will tell you from a management
                   standpoint, at QVC our long-term objective is to grow the
                   base and iQVC business 13% and get an additional 2% from the
                   international subs over the next five years. That could vary
                   from year to year but that is our five-year plan. With
                   regard to your question on iQVC obviously their growth rate
                   is quite a bit faster than QVC however, we do not tout that
                   as many other folks do because we believe and our research
                   has shown that many people are using iQVC just as an
                   ordering mechanism for QVC. In other words instead of
                   calling us on the phone they will use the Internet to place
                   their order. Having said that the iQVC growth from second
                   quarter last year to second quarter this year is up 50% and
                   currently represents about 7.5% of the base and iQVC
                   business. Our strategy is continue to push people towards
                   iQVC because we think it offers them a more useful and user
                   friendly shopping experience but to combine the show with
                   the shopping experience on iQVC. It certainly gives them a
                   lot more alternatives to view from and easy ordering. That
                   is it. I would be less than honest with you from a financial
                   guy's perspective to see the kind of numbers we put up
                   quarter after quarter is just very, very rewarding. We do
                   not see any shortfall coming any time soon. That does not
                   mean that it will not come but as I said the management team
                   is united and feels very strongly that over a five year
                   period we can grow consolidated revenues at a 15% rate

John:              Thanks Bill.

Brian:             I will say that QVC has been fabulous and recession or not
                   the company is powering through. As to your second question
                   it is not something that we have got specific plans on how
                   things would happen but I think as a philosophical matter if
                   you have a larger footprint there are going to be two types
                   of opportunities. Independent entrepreneurs and companies
                   who have new ideas of which there seem to never be a lack of
                   new ideas for what can be done with broadband and cable and
                   interactive. Some are good and some are not but this would
                   be a great value creation opportunity for the shareholders.
                   I think working with other cable companies is a big
                   opportunity to galvanize some of the swaps that will round
                   out clusters and to find ways to create these new services
                   across multiple systems. So that this is a win, win for the
                   industry as we face more and more competition in the years
                   ahead. I also would point out that I think there is a tie
                   from QVC and commerce in the next long period of time. These
                   sophisticated set top boxes on your TV sets and QVC's
                   ability to find the products people want, execute and
                   fulfill should be a marvelous asset for this combined
                   company as well. Next question please.

Operator:          Our next question comes from Richard Bilotti from Morgan
                   Stanley. Please go ahead.


Richard:           Good afternoon. Obviously the question of the month or of
                   the past months has been the sustainability of growth for
                   the cable sector. Your new service RGU addition both on
                   digital and cable modems were up from last quarter and they
                   were also up massively on a year over year basis. I know you
                   indicated your year end trends but could you talk a little
                   bit about 2002 for those two products? Whether or not
                   digital is still capable of being accelerated and whether or
                   not the acceleration that we have seen in modems that we are
                   going to see something proportionate to that in terms of
                   acceleration 02 versus 01.

Brian:             Let me pre-empt my colleagues here and start by saying that
                   we are not going to give any 02 guidance because we have
                   not. I think from a philosophical standpoint we feel very
                   good about the direction of modems and that business your
                   guess is as good as ours. We thought we would have 7%
                   penetration three years from now and we are getting pretty
                   close to 10% this year alone. So I think that we feel that
                   we are just scratching the tip of what might be possible
                   with data in this country and the industry is extremely well
                   positioned. As with digital we are giving it a major
                   facelift if you will be adding VOD capabilities, whether we
                   match that up exactly right and whether there are a few
                   periods where it does not keep growing as fast and then it
                   comes back. That is guesswork and frankly for the longer
                   term investor irrelevant. What is relevant is by adding the
                   features, by the fact that certain studios appear ready to
                   do the kinds of deals that might be day and date with home
                   video for some of their product. That people like HBO and
                   others are talking about really creative ideas with
                   subscription Video On Demand that that should power digital
                   into beyond pay television levels, which is where you would
                   begin to think it might peter out at some point. I think it
                   is really great that we have got ready to go the next
                   version. Steve do you want to add anything?

Steve:             I think that is very well said. Essentially a lot of the
                   future for both of these products is going to be determined
                   by our ability to freshen them and add new dimensions and go
                   after new niches. Clearly the high-speed data business is on
                   a faster growth ramp than digital but I think digital is
                   going to have a very strong year next year. That is why we
                   are spending so much time and attention getting the Video On
                   Demand platform in place.

John:              Next question please, operator.

Operator:          Our next question comes from Doug Shapiro from Bank of
                   America Securities. Please go ahead.

Doug:              Thanks. I wanted to drill down a little bit on the data
                   business. I was wondering if you could talk about how
                   subscriber additions were tracking towards the end of the
                   quarter. I will make it one long sentence to make it sound
                   like one question and as part of that if you could talk
                   about what specific contributions both retail and self
                   install had maybe in terms of the proportion and net
                   additions in the quarter.

Steve:             Let me answer the end of the question and then the
                   beginning. Self-install was about a third of the business
                   during the quarter and we are still getting 75% plus success
                   when people attempt to do a self-install. Retail we look at
                   the business in two halves and really see the second half as
                   being the big retail push both with back to school, which we
                   are quite excited about and then of course with Christmas.
                   Retail was about 15% during this quarter. We think that is
                   going to pick up dramatically. Inside the quarter there was
                   a ramp during the quarter. We ended stronger in June then we
                   started in the beginning of the quarter and we would expect
                   that ramp to go through and then have a very strong August
                   and September.

Doug:              Do you actually feel like specifying what that June number
                   was on a weekly install basis?

Steve:             John do you have the average weekly install for June?

John:              I do not know that it is necessarily representative of where
                   we are going in the third quarter so I am not inclined to
                   break it out.


Doug:              So you do not want to tell us.

John:              Next question operator and thanks Doug.

Operator:          Our next question comes from Jessica Reif from Merrill
                   Lynch. Please go ahead.

Jessica:           I cannot quite figure out how to make two questions into
                   one. The advertising number looks phenomenal again. Please
                   tell me if I am right. It was 19% growth. I am wondering how
                   you achieved that in this environment and can you comment on
                   capital expenditures for 2002?

John:              Jessica that advertising number is approximately 10% and
                   this is in a really soft advertising market. The only reason
                   we got that was because we now have about a dozen markets up
                   with Comcast market (inaudible) and in the market like
                   Philadelphia we saw about a 20% decline in advertising
                   revenues in that market. But we actually saw a 25% growth in
                   our own business in that marketplace. That was because we
                   attracted over 30 new names. That is on top of the 54 new
                   names that we attracted in the first quarter. So we are
                   seeing a really decided shift from the broadcasters to
                   ourselves. So the share is coming from them to us. In terms
                   of capital expenditures for next year I can only speak to
                   cable. In the second half of the year we are going from $510
                   million in the second quarter to probably $450 million in
                   the third quarter going to $350 million in the fourth
                   quarter and finishing the full year at $1.75 billion for
                   cable capital investment. As we get into next year you will
                   see further declines from that $350 million level with the
                   proportional amount of rebuild capital down dramatically as
                   we get into the second half of next year.

Jessica:           John what was the (inaudible) on the advertising number for
                   2000? I have 74 million and that is how I got 19%.

John:              Maybe I can look that up while we are answering the next

Operator:          Our next question comes from Tom Wolzien from Sanford
                   Bernstein. Please go ahead.

Tom:               Good afternoon. Brian you talked about how Comcast can
                   bring...a financial approach can augment value in Telephony.
                   Could you talk about how you have done that in Michigan and
                   I think it was in Virginia systems where you have acquired
                   phone systems and how you were operating them. Are you
                   cutting back on what is happening or are you just managing
                   them differently?

Brian:             We have inherited some small samples where we have slowed
                   down the rush to get certain penetrations that are maybe too
                   aggressive to show short term cash flow but we are intrigued
                   to learn more about it. Let me say that what we signaled at
                   the launch was that it has got to be an absolute financial
                   discipline around the process and that we think it is one of
                   the quick ways to get our EBITDA substantially higher in the
                   merge company. I think I am uncomfortable getting too
                   specific on how we would do that until we really have a
                   chance to sit down and understand more about it. We are
                   studying the results out of Cox and others with the
                   business. I think longer term we feel that the opportunity
                   is in the critical part of the growth. One of the questions
                   that was asked earlier was how do you sustain growth in this
                   industry. Obviously you go and throw a lot of new ideas over
                   this broadband and see what consumers want. Is it going to
                   be Video On Demand? Is it going to be interactivity? Is it
                   going to be e-commerce? Is it going to be Telephony? It is
                   certainly going to be data. Data with Telephony could become
                   IP Telephony. It could be that circuit switch suddenly turns
                   the corner. Our message is that what over arches our
                   strategy and the purity of the strategy is that EBITDA
                   driven nature to put the kind of results out that we put out
                   tonight. I think that is where I would say we would start
                   but I think we certainly are not pretending to have all the
                   answers at this point.

John:              Just finishing up on your question Jessica. If we go back to
                   the back of the press release to the pro-forma unaudited
                   cable segment data that is apples to apples year to year
                   advertising revenues


                   for the second quarter this year; $87.9 million up from $80
                   million in the second quarter in 2000. Could we take the
                   next question please operator?

Operator:          Our next question comes from George King from Alliance
                   Capital. Please go ahead.

George:            Thank you. Free cash flow is always great to see. You gave a
                   small caveat saying...excluding new business initiatives.
                   Can you maybe outline what you would include in that and
                   what you may be thinking along those lines?

John:              George what we have in mind there is the guidance that we
                   have given for the business communications operation here
                   domestically and Broadnet in the European market. We have
                   guidance of between $100 and $125 million between deficit
                   cash flow and capital for Broadnet and an operating cash
                   flow deficit of between $50 to $60 million for CBC here in
                   the domestic market in addition to $200 to $250 million of
                   capital expenditures for that same line of business.

Brian:             I think the question though was that is all we have included
                   in new business initiatives.

John:              That is all there is yes.

Brian:             Is that it is the two Telephony ventures. We have previously
                   stated that we are dramatically slowing down the
                   international initiative. We are, as you know looking for
                   ways to re-deploy the free cash flow in businesses where we
                   think we can get a good growth rate. One of the things that
                   seems to marry well with the AT&T proposal is the timing of
                   our significant future generation of free cash flow and the
                   opportunity to put it into business that we are very
                   familiar with which is Broadband Systems and Cable. So the
                   fact that some of those systems will still require rebuild
                   is fine because we think you get a quick pay back on that as
                   we are demonstrating with the RGU growth but it is a totally
                   clean analysis as to what is in and what is out.

John:              Thank you.  Next question operator.

Operator:          Hi. Next question comes from Karim Zia from Deutsche Bank
                   Alex Brown. Go ahead with your question please.

Karim:             Thanks. John and Steve I guess...implicit in the guidance
                   for high speed data was an encouraging assumption for
                   acceleration in that add rate from 100,000 in the second
                   quarter to it looks like 140,000 for the third and fourth
                   quarter. But in contrast with that with Digital Cable the
                   guidance would seem to suggest a bit of a slower add rate to
                   get there. Could you just reconcile the two? I guess you
                   talked about it a little bit but is the difference somewhat
                   in relative conservatism or is there something in data that
                   makes you more optimistic in the second half in contrast
                   with digital. Then relatedly just basic subs, can you talk
                   about second quarter net ads this year versus last year?

Steve:             I think on the digital side there is no question that our
                   penetration is reaching a point where we are until we go out
                   with video on demand at some point there is going to be a
                   plat pulling of our growth rate. I think that is the reason
                   for the digital side. We do not see anything right now on
                   the horizon but I think it is prudent to assume at some
                   point that as business starts to plateau. Then on the high
                   speed data side again very encouraged by all of the retail
                   distribution, all of the fundamental trends, all the
                   marketing programs most notably the back to school and
                   Christmas season.

John:              What you may see there Karim is more of a skew to the fourth
                   quarter rather than evenly spread at 140 or so between the
                   third and fourth quarter so it will be a significant step up
                   from the second but we will have a bang up fourth quarter.
                   Then on the subscriber front Steve, do you want to make a
                   comment there?

Steve:             In terms of basic subscribers?


John:              Yes we had 1% growth and I think we remain very, very
                   comfortable with the full year guidance of 1% growth now and
                   I do not think there is any other commentary on that.

Karim:             I meant more in terms of the net ads being down versus last

Steve:             Well the net adds for the systems that we owned were
                   actually up versus last year. There was some digestion
                   things going on but I think the key index to look at is
                   trailing subscriber growth, 12 month trailing subscriber
                   growth which was up 1% and as John said we would stick with
                   that through the end of the year.

Karim:             Okay thanks.

John:              Thank you.  Next question operator.

Operator:          Our next question comes from Raymond Katz from Bear Stearns.
                   Please go ahead.

Raymond:           Yes thank you. Steve if you are successful in getting the
                   AT&T systems you will have the functional equivalent reach
                   for a TB household greater than the G-Net O&O's* and almost
                   to the level of the Disney O&O's. Given what you have been
                   talking about with advertising can you tell us what you do
                   with that reach?

Steve:             Well I think the important thing that we have been working
                   on and it really is masked by the advertising environment is
                   putting in place these interconnects. The first thing you
                   have to be able to do is go to an advertiser and say, "You
                   can buy virtually 100% of a DMA. We are a credible
                   alternative to a broadcast station. Your add is going to
                   run. You are going to get one bill as opposed to buying from
                   five different cable companies and who knows whether the add
                   runs." We have done that. I believe we are up to 15 or 16
                   interconnects in the last year. I think the advantage of the
                   combination when you are in 8 of the top 10 DMA's, 15 of the
                   top 20 DMA's with such a strong position you can then go to
                   an advertiser and much like the ABC, NBC, O&O group and say,
                   "Would you like to do a spot buy in 8 of the 10 major
                   cities?" What that does is that opens a completely new
                   category. The first category of cable advertising has been
                   the pizza parlors and the local car dealerships. The second
                   category is really doing it on a city by city basis. The
                   third category is really doing it on a national basis and
                   the beauty of that is you are layering in dollars that are
                   completely new to the equation. So we think that is a
                   significant upside and eventually once you get that and then
                   have the ability to make the advertising truly interactive.
                   I think there is just a tremendous future if we can make
                   that happen.

Raymond:           So if you are able to go after national spot dollars now in
                   these markets where...I guess the question is what in your
                   advertising mix, what is national spot now?

Steve:             Right now it is a relatively small percent of the pie but it
                   is by far the fastest growing percent, national and regional
                   spot. The local business actually if you look at our local
                   business now it is actually down slightly because of the
                   economy but the regional and national is growing quickly
                   albeit off a smaller base.

Raymond:           So you are back in the O&O business Steve?

John:              Next question. Sorry Ray I am showing favoritism. Next
                   question please, operator.

Operator:          Our next question comes from Richard Greenfield from Goldman
                   Sachs. Please go ahead.

Richard:           Hi thank you. We were following up on Richard's question
                   from earlier. One of the other key questions that have come
                   out of the other companies that have reported results has
                   clearly been seasonality. You do not seem to show anywhere
                   near the seasonality that the others talk to in terms of the
                   second quarter with college disconnects and some of the
                   excuses given for second quarter slow down and new service
                   additions. Could you talk to that and then just related to
                   that the issue


                   of your full year guidance for cash flow. Your first quarter
                   was up 11%. Your second quarter was up 13% yet your guidance
                   for the full year is 12 to 13%. Given the normal
                   acceleration should we just assume that your guidance is
                   conservative? Thanks.

Steve:             Well in terms of the seasonality traditionally the second
                   quarter is a slower quarter. That having been said I think
                   we have enough programs in place and acceleration in the
                   business that we were able to come out just fine in terms of
                   RGU growth. I think it does point for the fact that we are
                   quite well positioned for a strong second half.

Brian:             I think all we can say is we are going to let the numbers
                   speak for themselves as to any future prognostications. I
                   think we will stand by our guidance but we think that the
                   entire industry is very healthy and various companies have
                   different mixes of subscribers and things and we have had
                   some seasonality. That does happen but we have been able to
                   put these results out there and we are quite comfortable
                   that we are going to have a great second half. Next question

John:              Operator this should be the last question I think.

Operator:          Thank you. Our final question comes from Jeff Wlodarczak
                   from CIBC World Markets please go ahead.

Jeff:              Thank you. Echostar just announced a fall promotion, which
                   includes a $9 monthly charge for 100 plus channels. Clearly
                   I think they are getting much more aggressive on pricing, a
                   trend that is probably going to continue. How do you respond
                   to that?

Steve:             Let me take a shot at that and then maybe John and Brian
                   would like to weigh in. My understanding about that
                   promotion is that you are required to pay for the dish and
                   pay for the box. The second point I would make is by and
                   large our key markets particularly Philadelphia and to a
                   lesser degree Baltimore and Washington are not markets that
                   Echostar has been targeting promotionally. We believe that
                   having digital subscriptions up as high as they are with our
                   key customers has really been one of the reasons why we have
                   continued our growth. Satellite penetration in our markets
                   is way below the industry average and we try to be as
                   competitive as we possibly can be.

Brian:             I would just take that and say that competition is part of
                   what our business plan is about. That is why we are now
                   trying to operate all of our call centers with a different
                   level of customer service and our entire business in the
                   Comcast universe and all the things that Steve and his team
                   are doing. We will deal with that like we have dealt with
                   many other promotions but the business is really healthy. We
                   think if we can make this AT&T transaction happen in a way
                   that is fabulous for the AT&T share holders and fabulous for
                   the Comcast share holders this is the ultimate win, win. We
                   hope we are going to stay focused and visual in on that but
                   we are not taking our eye off the ball in how we are running
                   the company. Thank you all very much.

Operator:          There will be a replay immediately following today's
                   conference call. It will run through tomorrow night at
                   midnight. The dial in number is 630-652-3000 and the pass
                   code is 4403651. Once again, the number for the replay is
                   630-652-3000 and the pass code is 4403651. A recording of
                   the conference call will also be available on the company's
                   Web site. This concludes today's teleconference. Thank you
                   for participating. You may all disconnect. Thank you for


   Note: The following notice is included to meet certain legal requirements:

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                             ADDITIONAL INFORMATION

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