SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934

 Filed by the Registrant: [X]
 Filed by a Party other than the Registrant [ ]


                                       
 Check the appropriate box:
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                                              Only (as permitted by Rule 14a-6(e)(2))
 [ ]  Definitive Proxy Statement
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                          Comcast Corporation
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                (Name of Registrant as Specified In Its Charter)


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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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   (1) Title of each class of securities to which transaction applies:


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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):


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     The following questions and answers were prepared for meetings with
shareholders:


General:  Comcast Corporation and AT&T have scheduled meetings of shareholders
          to, among other things, approve the combination of Comcast and AT&T
          Broadband (a new holding company for AT&T's broadband business that
          will be spun off immediately prior to the combination) to create a
          new combined corporation, AT&T Comcast.

1.   Q    When and where will the meetings of shareholders take place?

     A    The Comcast special meeting will take place on July 10, 2002 in
          Philadelphia, Pennsylvania. The AT&T annual meeting will take place
          on July 10, 2002 in N. Charleston, South Carolina.

2.   Q    Where is Comcast incorporated and located?

     A    Comcast is a Pennsylvania corporation incorporated in 1969 and located
          in Philadelphia, Pennsylvania.

3.   Q    What is D. F. King's and Innisfree's role in the AT&T Comcast
          transaction?

     A    Comcast has appointed D. F. King and Innisfree as co-Information
          Agents.

4.   Q    What is the toll free number that Comcast shareholders may call to
          get information about the AT&T Comcast transaction and the Comcast
          meeting?

     A    Comcast shareholders can call either of the co-Information Agents,
          D. F. King, toll free at 1-866-880-6503 or Innisfree, toll free at
          1-877-750-9499 or 1-212-750-5833.

5.   Q    What is the toll free number that AT&T shareholders may call to get
          information about the AT&T Comcast transaction and the AT&T meeting?

     A    AT&T shareholders can call toll free, 1-866-777-9124 or
          1-212-440-9800.

6.   Q    Where can Comcast shareholders call to get general information not
          dealing with the AT&T Comcast transaction or the Comcast special
          meeting?

     A    1.   Registered shareholders who need to contact Comcast's transfer
               agent, EquiServe, can be connected directly by D. F. King or
               Innisfree telephone representatives OR can call EquiServe
               themselves, toll free, at 1-888-883-8903.

          2.   Comcast provides an Investor Relations Hotline which can be
               reached toll free at 1-866-281-2100.

7.   Q    What are the names of the two companies merging?

     A    Comcast and newly formed AT&T Broadband will each merge with a
          different wholly owned subsidiary of AT&T Comcast, a newly formed
          Pennsylvania corporation. When the mergers are completed, Comcast and
          AT&T Broadband will each be a wholly owned subsidiary of AT&T Comcast.

8.   Q    Why have I received multiple proxy material packages from Comcast
          Corporation?

     A    1.   Comcast is conducting two separate meetings, a Special Meeting
               and an Annual Meeting. One package may contain Special Meeting
               proxy materials and the other package may contain Annual Meeting
               proxy materials.

          2.   You may also receive multiple packages of proxy materials if you
               have multiple accounts owning Comcast shares.

          PLEASE VOTE EACH PROXY CARD YOU RECEIVE.

9.   Q    Why are shareholders being asked to vote?

     A    Shareholders are being asked to vote because their approval of the
          proposals is required by the merger agreement between AT&T and
          Comcast or by state law.

10.  Q    Who is entitled to vote at the Comcast special meeting?

     A    Comcast Class A shareholders and Comcast Class B shareholders are
          entitled to vote at the Comcast special meeting. Holders of Comcast
          Class A Special common stock do not have any voting rights with
          respect to the AT&T Comcast transaction. As required by state law,
          Comcast has forwarded this document to Comcast Class A Special common
          stockholders to notify them of the AT&T Comcast transaction.

11.  Q    On what proposals are Comcast Corporation shareholders being asked to
          vote?





     A    1.   Comcast transaction proposal: approval and adoption of the
               merger agreement and the transactions contemplated by the merger
               agreement, in which Comcast and a newly formed corporation
               containing AT&T's broadband business will each merge with a
               different wholly owned subsidiary of a newly formed corporation
               called AT&T Comcast Corporation. Upon completion of the AT&T
               Comcast transaction, Comcast and AT&T Broadband will each be a
               wholly owned subsidiary of AT&T Comcast. The business of AT&T
               Comcast will be the combined businesses currently conducted by
               Comcast and AT&T's broadband business.

          2.   AT&T Comcast charter proposal:  approval of the AT&T Comcast
               charter, including the corporate governance provisions of the
               AT&T Comcast charter described in the joint proxy
               statement/prospectus.

          3.   Preferred structure proposal:  approval and adoption of an
               amendment to the Comcast charter to allow the implementation of
               the Preferred Structure.

12.  Q    What does the Comcast Board of Directors recommend?

     A    The Comcast Board of Directors has determined that each of the
          proposals are in the best interests of shareholders and recommends
          that shareholders vote for the Comcast transaction proposal, for the
          AT&T Comcast charter proposal and for the preferred structure
          proposal.

13.  Q    What is the vote requirement to approve each proposal?

     A    1.   The Comcast transaction proposal, the AT&T Comcast charter
               proposal and the preferred structure proposal each requires the
               affirmative vote of a majority of the votes cast by holders of
               shares of Comcast Class A common stock and Comcast Class B
               common stock, voting together as a single class. Approval of
               these proposals is assured because Sural LLC, which holds
               approximately 86.7% of the combined voting power of the Comcast
               stock, has agreed to vote its shares in favor of the Comcast
               transaction proposal, the AT&T Comcast charter proposal and the
               preferred structure proposal.

2.             The preferred structure proposal also requires the affirmative
               vote of a majority of the votes cast by holders of shares of
               Comcast Class A common stock, voting as a single class.

14.  Q    Is the AT&T Comcast transaction conditioned on approval of the
          preferred structure proposal?

     A    No. The AT&T Comcast transaction is not conditioned on approval of the
          preferred structure proposal.

15.  Q    What is the Preferred Structure?

     A    If holders of Comcast Class A common stock, voting as a single class,
          approve the preferred structure proposal, AT&T Comcast's capital
          structure upon completion of the AT&T Comcast transaction will be as
          follows:

          1.   Class B common stock -- each share will have 15 votes and all
               shares in the aggregate will have 33?% of the voting power of
               the AT&T Comcast stock,

          2.   Class A common stock -- each share will have a number of votes
               determined pursuant to a formula and all shares in the aggregate
               will initially have 662/3 % of the voting power of the AT&T
               Comcast stock, and

          3.   Class A Special common stock -- will be non-voting.

          The 33 1/3% aggregate voting power of AT&T Comcast Class B common
          stock will not be diluted by additional issuances of any other class
          of AT&T Comcast stock and will be reduced only in limited
          circumstances.

          Under the Preferred Structure, holders of Comcast Class A common stock
          will receive shares of AT&T Comcast Class A common stock
          (approximately 22 million shares in the aggregate) and holders of AT&T
          common stock will also receive shares of AT&T Comcast Class A common
          stock (up to 1.235 billion shares in the aggregate). Upon completion
          of the AT&T Comcast transaction, there will be outstanding
          approximately 1.37 billion shares of AT&T Comcast Class A common
          stock, assuming that the transaction with Microsoft described below is
          completed and that AT&T Comcast is not required to make any additional
          payments of AT&T Comcast common stock to AT&T Broadband shareholders
          in connection with the AT&T Comcast transaction.

16.  Q    What is the Alternative Structure?





     A    If holders of Comcast Class A common stock, voting as a single class,
          do not approve the preferred structure proposal, AT&T Comcast's
          capital structure upon completion of the AT&T Comcast transaction will
          be as follows:

          1.   Class B common stock - each share will have 15 votes and all
               shares in the aggregate will have 33?% of the voting power of
               AT&T Comcast stock,

          2.   Class A common stock - each share will have 1 vote and all shares
               in the aggregate will have approximately 5.14% of the voting
               power of AT&T Comcast stock,

          3.   Class A Special common stock - will be non-voting, and

          4.   Class C common stock - each share will have a number of votes
               determined pursuant to a formula and all shares in the aggregate
               will initially have approximately 6153/100% of the voting power
               of AT&T Comcast stock.

          The 33?% aggregate voting power of AT&T Comcast Class B common stock
          and approximately 5.14% aggregate voting power of AT&T Comcast Class
          A common stock will not be diluted by additional issuances of any
          other class of AT&T Comcast stock and will be reduced only in limited
          circumstances. Under the Alternative Structure, holders of Comcast
          Class A common stock will receive shares of AT&T Comcast Class A
          common stock (approximately 22 million shares in the aggregate) while
          holders of AT&T common stock will receive shares of a different class
          of AT&T Comcast common stock, the AT&T Comcast Class C common stock.
          Upon completion of the AT&T Comcast transaction under the Alternative
          Structure, there will be outstanding only approximately 22 million
          shares of AT&T Comcast Class A common stock.

17.  Q.   Why is the Preferred Structure being recommended over the Alternative
          Structure?

     A    The Comcast Board believes that holders of Comcast Class A common
          stock would benefit from the increased liquidity of the AT&T Comcast
          shares they receive under the Preferred Structure and that this
          benefit outweighs the potential benefits of the greater per share
          voting rights of the AT&T Comcast Class A common stock under the
          Alternative Structure. If the Preferred Structure is implemented,
          assuming the Microsoft transaction is completed and AT&T Comcast is
          not required to make any additional payments of AT&T Comcast common
          stock to AT&T Broadband shareholders in connection with the AT&T
          Comcast transaction, upon completion of the AT&T Comcast transaction,
          there will be outstanding approximately 1.37 billion shares of AT&T
          Comcast Class A common stock. By contrast, if the Alternative
          Structure is implemented and regardless of whether or not the
          Microsoft transaction is completed or AT&T Comcast is required to
          make any additional payments of AT&T Comcast common stock to AT&T
          Broadband shareholders in connection with the AT&T Comcast
          transaction, upon completion of the AT&T Comcast transaction, there
          will only be outstanding approximately 22 million shares of AT&T
          Comcast Class A common stock.

18.  Q    What will happen to my Comcast shares if the AT&T Comcast transaction
          is completed?

     A    Under both the Preferred Structure and the Alternative Structure,
          each share of Comcast Class A common stock, Comcast Class B common
          stock and Comcast Class A Special common stock that is outstanding
          immediately prior to the completion of the mergers will be converted
          in the Comcast merger into the right to receive one share of AT&T
          Comcast Class A common stock, AT&T Comcast Class B common stock and
          AT&T Comcast Class A Special common stock, respectively.

19.  Q    If I am also an AT&T shareholder, what will happen to my AT&T shares
          if the AT&T Comcast transaction is completed?

     A    In the spin-off, AT&T shareholders will receive one share of AT&T
          Broadband common stock for each share of AT&T common stock they hold.
          AT&T shareholders will continue to hold their shares of AT&T common
          stock after the AT&T Comcast transaction is completed, and those
          shares will represent an interest in the communications business of
          AT&T.

          Assuming that AT&T Comcast is not required to make any additional
          payments of AT&T Comcast common stock to AT&T Broadband shareholders
          in connection with the AT&T Comcast transaction, if the AT&T
          Broadband exchange ratio were determined as of May 14, 2002, the date
          of effectiveness of the registration statement in which the joint
          proxy statement/prospectus is included, AT&T Broadband shareholders
          would receive 0.35 shares of AT&T Comcast Class A common stock (under
          the Preferred Structure) or 0.35 shares of AT&T Comcast Class C
          common stock (under the Alternative Structure) in the AT&T Broadband
          merger for each of their shares of AT&T Broadband common stock.
          Certain factors described in the joint proxy statement/prospectus
          will result in the actual exchange ratio varying from the 0.35
          estimate calculated as of May 14, 2002, the date of effectiveness of
          the statement in which the joint proxy statement/prospectus is
          included.






20.  Q    What do shareholders need to do now?

     A    After carefully reading and considering the information contained in
          the joint proxy statement/prospectus, please respond by completing,
          signing and dating your proxy card or voter instruction form and
          returning it in the postage-paid envelope enclosed with the joint
          proxy statement/prospectus or, if available, by submitting your proxy
          or voting instructions by telephone or through the Internet as soon
          as possible so that your shares may be represented at the meeting.
          Voting is all that is necessary at this time. Shareholders should not
          send in their stock certificates.

21.  Q    How can registered and beneficial shareholders vote their proxy?

     A    Registered shareholders and most beneficial holders that hold shares
          through a bank or broker may vote by telephone or via the Internet. If
          one of these options is available to you, we strongly encourage you to
          use it because it is faster and less costly. Registered shareholders
          of Comcast can vote by telephone by calling 1-877-779-8683 or via the
          Internet at http:// www.eproxyvote.com/cmcsa1. If you are a beneficial
          holder of Comcast common stock and you hold shares through a bank or
          broker, you will receive separate voting instructions on the form you
          receive from your bank or broker.

22.  Q    What if a shareholder returns the proxy card but does not mark it to
          show how the shareholder is voting?

     A    If the proxy card is signed and returned without specifying voting
          choices, the shares will be voted as recommended by the Comcast Board
          of Directors.

23.  Q    Can a shareholder revoke and or change his/her vote after he or she
          has delivered a proxy?

     A    Yes.  You can change your vote at any time before your proxy is voted
          at the meeting.  You can do this in one of three ways.

          (1)  First, you can revoke your proxy.

          (2)  Second, you can submit a new proxy with a later date.

          (3)  Third, you can attend your meeting and vote in person.

          If you choose either of the first two methods set forth above, you
          must submit your notice of revocation or your new proxy to the
          secretary of Comcast before the meeting. If your shares are held in
          an account at a brokerage firm or bank, you should contact your
          brokerage firm or bank to change your vote. If your shares are held
          in the name of your broker, bank or other nominee and you wish to
          change your vote by attending the meeting and voting in person, you
          must obtain a proxy in your name from your broker, bank or other
          nominee in order to vote by ballot at the meeting.

          You may change your vote by submitting a new vote by telephone or via
          the Internet regardless of whether you submitted your earlier proxy
          by mail, telephone or via the Internet.

24.  Q    If my shares are held in an account in a brokerage firm or bank, will
          my broker vote my shares for me?

     A    If you do not provide your broker with instructions on how to vote
          your brokerage account shares, your broker will not be permitted to
          vote them on any of the Comcast proposals. You should therefore be
          sure to provide your broker with instructions on how to vote your
          shares. A broker non-vote will have no effect on the outcome of any
          of the Comcast proposals.

25.  Q    Should shareholders send in their physical stock certificates now?

     A    No. If you currently hold your Comcast shares in certificated form,
          after the AT&T Comcast transaction is completed you will receive
          written instructions from the exchange agent on how to exchange your
          Comcast stock certificates for your AT&T Comcast shares. The only
          action needed to be taken now is to vote.

26.  Q    What do shareholders who hold their Comcast shares in uncertificated
          form have to do?

     A    If you currently hold your Comcast shares in uncertificated form,
          after the AT&T Comcast transaction is completed your AT&T Comcast
          shares will be delivered to you without your having to take any
          action.

27.  Q    How will shareholders be notified what to do after completion of the
          AT&T Comcast transaction?

     A    AT&T and Comcast will jointly designate an exchange agent to
          coordinate (1) the exchange of Comcast common stock in the Comcast
          merger for AT&T Comcast common stock, (2) the exchange of AT&T
          Comcast common stock in respect of the AT&T Broadband common stock
          converted in the AT&T Broadband merger and (3) the payment of cash to
          the former holders of AT&T Broadband common stock instead of
          fractional shares of AT&T Comcast common stock.
          As soon as reasonably practicable after completion of the mergers,
          the exchange agent will mail to each holder of record of a
          certificate that immediately prior to the completion of the mergers
          represented outstanding shares of





          Comcast common stock (1) a letter of transmittal and (2) instructions
          for effecting the surrender of the Comcast certificates in exchange
          for shares of AT&T Comcast.

28.  Q    Which company is being acquired?

     A    For accounting purposes, the company that is being acquired is AT&T
          Broadband. The identification of Comcast as the acquiring entity for
          accounting purposes was made after careful consideration of all facts
          and circumstances.

29.  Q    In what lines of businesses is Comcast involved?

     A    1.   Cable -- through the development, management and operation of
               broadband communications networks, 2. Commerce -- through QVC,
               its electronic retailing subsidiary, and 3. Content -- through
               its consolidated subsidiaries Comcast Spectacor, Comcast
               SportsNet, Comcast SportsNet Mid-Atlantic, Comcast Sports
               Southeast, E! Entertainment Television, The Golf Channel and
               Outdoor Life Network, and through its other programming
               investments.

30.  Q    Why are the companies combining?

     A    Comcast and AT&T believe that the combined strengths of Comcast and
          AT&T's broadband business will enable them to create the world's
          premier broadband communications company. The AT&T Comcast transaction
          will combine the companies' extensive broadband communications
          networks, technologically advanced broadband delivery systems and
          managerial expertise to build a business that Comcast and AT&T expect
          will create substantial long-term value for shareholders of both
          companies.

31.  Q    How will the AT&T Comcast transaction enhance Comcast's future
          economic prospects?

     A    Comcast and AT&T believe that AT&T Comcast will grow the broadband
          business with more efficiency to create stronger operating and
          financial results than either Comcast or AT&T Broadband could achieve
          on its own.

32.  Q    When do you expect to complete the AT&T Comcast transaction?

     A    Comcast expects to complete the AT&T Comcast transaction by the end of
          2002.

33.  Q    What will the ticker symbols be for the classes of AT&T Comcast stock
          and where will they be listed?

     A    AT&T Comcast Class A common stock, AT&T Comcast Class A Special
          common stock and, if the Alternative Structure is implemented, AT&T
          Comcast Class C common stock will be quoted on The Nasdaq Stock
          Market under the ticker symbols "CMCSA," "CMCSK" and, if applicable,
          "CMCSJ," respectively.

34.  Q    Is the Comcast merger a taxable event?

     A    Comcast expects that the Comcast merger will be tax-free for U.S.
          federal income tax purposes to Comcast shareholders.

35.  Q    Is approval of the AT&T Consumer Services Group tracking stock
          proposal, the AT&T reverse stock split proposal and the proposals
          relating to the various AT&T annual meeting matters linked to the AT&T
          Comcast transaction?

     A    No. The AT&T Comcast transaction is completely separate from the AT&T
          Consumer Services Group tracking stock proposal, the AT&T reverse
          stock split proposal and the proposals relating to the various AT&T
          annual meeting matters. Approval of one is not a prerequisite or a
          condition to the other.

36.  Q    What kind of share issuance will there be to AT&T Broadband
          shareholders and Microsoft upon completion of the AT&T Comcast
          transaction?

     A    AT&T Comcast will issue up to 1.235 billion shares of AT&T Comcast
          common stock to holders of AT&T Broadband common stock in the AT&T
          Broadband merger, not including 115 million shares to be issued to an
          affiliate of Microsoft in the Microsoft transaction (which is
          described in question 48) and assuming that AT&T Comcast is not
          required to make any additional payments of AT&T Comcast common stock
          to AT&T Broadband shareholders in connection with the AT&T Comcast
          transaction.

37.  Q    What will the exchange ratio be per class of stock to shareholders of
          Comcast common stock?

     A    The exchange ratio will be fixed at 1 to 1. Each share of Comcast
          Class A common stock, Comcast Class B common stock and Comcast Class
          A Special common stock that is outstanding immediately prior to the
          completion of the mergers will be converted in the Comcast merger
          into the right to receive one share of AT&T Comcast Class A common
          stock, AT&T Comcast Class B common stock and AT&T Comcast Class A
          Special common stock, respectively.





38.  Q    What will the exchange ratio be for Comcast stock options?

     A    AT&T Comcast will issue options to purchase shares of AT&T Comcast
          common stock in exchange for all outstanding stock options of Comcast,
          based on an exchange ratio of 1 to 1.

39.  Q    Will fractional shares be issued?

     A    No fractional shares will be issuable in the Comcast merger because
          the Comcast exchange ratio is fixed at 1 to 1.

40.  Q    What percentage of AT&T Comcast's economic interest and voting power
          will Comcast Corporation shareholders hold upon completion of the AT&T
          Comcast transaction?

     A    Assuming the transaction with Microsoft is completed and AT&T Comcast
          is not required to make any additional payments of AT&T Comcast
          common stock to AT&T Broadband shareholders in connection with the
          AT&T Comcast transaction, Comcast shareholders will own approximately
          40.0% of AT&T Comcast's economic interest; and if the Preferred
          Structure is implemented, 34.4% of AT&T Comcast's voting power or, if
          the Alternative Structure is implemented, 38.5% of AT&T Comcast's
          voting power.

41.  Q    What percentage of AT&T Comcast's economic interest will Comcast
          Class A shareholders, Comcast Class B shareholders and Comcast Class A
          Special shareholders hold upon completion of the AT&T Comcast
          transaction?

     A    Assuming the transaction with Microsoft is completed and AT&T Comcast
          is not required to make any additional payments of AT&T Comcast
          common stock to AT&T Broadband shareholders in connection with the
          AT&T Comcast transaction, Comcast Class A shareholders, Comcast Class
          B shareholders and Comcast Class A Special shareholders, who
          presently own approximately 2.3%, 1.0% and 96.7%, respectively, of
          Comcast's economic interest, will own approximately 1.0%, 0.4% and
          38.6%, respectively, of AT&T Comcast's economic interest.

42.  Q    What percentage of AT&T Comcast's voting power will Comcast Class A
          shareholders hold upon completion of the AT&T Comcast transaction if
          the Preferred Structure is implemented?

     A    If the Preferred Structure is implemented, assuming the transaction
          with Microsoft is completed and AT&T Comcast is not required to make
          any additional payments of AT&T Comcast common stock to AT&T
          Broadband shareholders in connection with the AT&T Comcast
          transaction, Comcast Class A shareholders, who presently own
          approximately 13.4% of Comcast's voting power, will own approximately
          1.1% of AT&T Comcast's voting power.

43.  Q    What percentage of AT&T Comcast's voting power will Comcast Class A
          shareholders hold upon completion of the AT&T Comcast transaction if
          the Alternative Structure is implemented?

     A    If the Alternative Structure is implemented, assuming the transaction
          with Microsoft is completed and AT&T Comcast is not required to make
          any additional payments of AT&T Comcast common stock to AT&T
          Broadband shareholders in connection with the AT&T Comcast
          transaction, Comcast Class A shareholders will own approximately
          5.14% of AT&T Comcast's voting power.

44.  Q    What percentage of AT&T Comcast's voting power will Comcast Class B
          shareholders hold upon completion of the AT&T Comcast transaction
          under each capital structure proposed?

     A    Under either capital structure, Comcast Class B shareholders, who
          presently own approximately 86.6% of Comcast's voting power, will own
          33?% of AT&T Comcast's voting power.

45.  Q    What percentage of AT&T Comcast's voting power will Comcast Class A
          Special shareholders hold upon completion of the AT&T Comcast
          transaction under each capital structure proposed?

     A    Under either capital structure, Comcast Class A Special shareholders,
          who presently have no voting rights, will own AT&T Comcast Class A
          Special stock, which also will have no voting rights.

46.  Q    Who will hold the remaining percentage of AT&T Comcast's economic
          interest and voting power upon completion of the AT&T Comcast
          transaction?

     A    Assuming the transaction with Microsoft is completed and AT&T Comcast
          is not required to make any additional payments of AT&T Comcast common
          stock to AT&T Broadband shareholders in connection with the AT&T
          Comcast transaction, Microsoft will hold AT&T Comcast's remaining
          approximately 5.3% economic interest and 4.95% voting power.

47.  Q    What are the conditions to completion for the AT&T Comcast
          transaction?

     A    1.   approval by AT&T shareholders of the AT&T transaction proposal
               and the AT&T Comcast charter proposal and approval by Comcast
               shareholders of the Comcast transaction proposal and the AT&T
               Comcast charter proposal (but not the preferred structure
               proposal);





          2.   expiration or termination of the applicable waiting period under
               the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
               amended;

          3.   the absence of any law, regulation or order prohibiting the
               completion of the AT&T Comcast transaction;

          4.   receipt of all required regulatory approvals other than those the
               failure of which to be obtained would not reasonably be expected
               to have a material adverse effect on either Comcast or AT&T
               Broadband;

          5.   accuracy of the representations and warranties of the other
               party, including with respect to the absence of a material
               adverse effect;

          6.   receipt and continuing effectiveness of an Internal Revenue
               Service ruling or rulings, or an opinion from tax counsel
               acceptable to Comcast and AT&T, to the effect that, for U.S.
               federal income tax purposes, the AT&T Broadband spin-off will be
               tax-free to AT&T and its shareholders, the mergers will not cause
               the AT&T Broadband spin-off to fail to be qualified as a tax-free
               transaction, and the AT&T Broadband spin-off will not cause the
               distributions by AT&T of the common stock of AT&T Wireless
               Services, Inc. or of Liberty Media to fail to qualify as tax-free
               transactions;

          7.   receipt by each party of an opinion of its counsel to the effect
               that the combination of AT&T Broadband and Comcast will qualify
               as a tax-free transaction for U.S. federal income tax purposes;

          8.   performance by Sural LLC in all material respects of its
               obligations under the support agreement; and

          9.   receipt of appropriate note consents, or the defeasance, purchase
               or acquisition of indebtedness, in respect of at least 90% in
               aggregate principal amount of the securities issued under the
               AT&T indenture, dated as of September 7, 1990, and outstanding as
               of December 19, 2001.

48.  Q    What is the Microsoft transaction?

     A    Comcast, AT&T and AT&T Comcast entered into an exchange agreement with
          Microsoft whereby at the time of the AT&T Broadband spin-off Microsoft
          will exchange $5 billion of quarterly income preferred securities, or
          QUIPS, issued by AT&T Finance Trust I, an AT&T subsidiary, for a
          number of shares of AT&T Broadband common stock that will be converted
          in the AT&T Broadband merger into 115 million shares of AT&T Comcast
          Class A common stock under the Preferred Structure or AT&T Comcast
          Class C common stock under the Alternative Structure. To the extent
          necessary so that Microsoft will not hold more than 4.95% of AT&T
          Comcast's voting power as a result of the AT&T Comcast transaction,
          Microsoft has agreed to accept shares of the non-voting AT&T Comcast
          Class A Special common stock in the AT&T Broadband merger, on a
          one-for-one basis, instead of shares of voting AT&T Comcast common
          stock.

49.  Q    What happens if the Microsoft transaction is not completed?

     A    1.   If the Microsoft transaction is not completed, Comcast Class A
               shareholders, Comcast Class B shareholders, Comcast Class A
               Special shareholders and AT&T shareholders will own approximately
               1%, 0.4%, 40.6% and 57.7%, respectively, of AT&T Comcast's
               economic interest upon completion of the AT&T Comcast
               transaction.

          2.   In addition, if the Microsoft transaction is not completed, AT&T
               Comcast Class A shareholders, under the Preferred Structure, or
               AT&T Comcast Class C shareholders, under the Alternative
               Structure, will own an additional 4.95% of AT&T Comcast's voting
               power upon completion of the AT&T Comcast transaction.

          3.   If the transaction with Microsoft is not completed, AT&T Comcast
               may have significant additional debt and more stringent
               limitations on its ability to issue equity. AT&T Broadband will
               either assume AT&T's obligations to Microsoft under the trust
               preferred securities, or QUIPS, issued by AT&T Finance Trust I or
               pay AT&T an amount in cash equal to the fair market value of the
               QUIPS and indemnify AT&T for certain possible related
               liabilities.

50.  Q    What is the Hart-Scott-Rodino Antitrust Improvements Act of 1976?

     A    In general, the Act requires that certain proposed acquisitions of
          voting stock or assets must be reported to the Federal Trade
          Commission and the Department of Justice prior to consummation. The
          parties must then wait a specified period, usually 30 days (15 days
          in the case of a cash tender offer or a bankruptcy sale), before they
          may complete the transaction. Whether a particular acquisition is
          subject to these requirements depends upon the value of the
          acquisition and the size of the parties as measured by their sales
          and assets. Small acquisitions, acquisitions involving small parties,
          and other classes of acquisitions that are less likely to raise
          antitrust concerns are excluded from the Act's coverage.

          On February 21, 2002, Comcast and AT&T received a request from the
          Department of Justice, the reviewing agency, for additional
          information and documentary material regarding the mergers. Comcast
          and AT&T intend to cooperate with DOJ staff in producing the
          requested documents and other information. Unless





          extended by agreement of the parties, the Hart-Scott-Rodino Antitrust
          Improvements Act of 1976 waiting period will expire thirty calendar
          days after Comcast and AT&T certify to the DOJ that they have
          substantially complied with the DOJ's request for additional
          information.

51.  Q    What atypical governance arrangements will be implemented for AT&T
          Comcast upon completion of the AT&T Comcast transaction?

     A    In connection with the AT&T Comcast transaction, AT&T Comcast will
          implement a number of governance arrangements that are atypical for a
          large, publicly held corporation. A number of these arrangements
          relate to the election of the AT&T Comcast Board.

          o    The term of the AT&T Comcast Board upon completion of the AT&T
               Comcast transaction will not expire until the 2004 annual
               meeting of AT&T Comcast shareholders. Since AT&T Comcast
               shareholders will not have the right to call special meetings of
               shareholders or act by written consent and AT&T Comcast
               directors will be able to be removed only for cause, AT&T
               Comcast shareholders will not be able to replace the initial
               AT&T Comcast Board members prior to that meeting.

          o    After the 2004 annual meeting of AT&T Comcast shareholders, AT&T
               Comcast directors will be elected annually. Even then, however,
               it will be difficult for an AT&T Comcast shareholder, other than
               Sural LLC or a successor entity controlled by Brian L. Roberts,
               to elect a slate of directors of its own choosing to the AT&T
               Comcast Board. Brian L. Roberts, through his control of Sural
               LLC or a successor entity, will hold a 33?% nondilutable voting
               interest in AT&T Comcast stock.

          In addition, AT&T Comcast will adopt a shareholder rights plan upon
          completion of the AT&T Comcast transaction that will prevent any
          holder of AT&T Comcast stock, other than any holder of AT&T Comcast
          Class B common stock or any of such holder's affiliates, from
          acquiring AT&T Comcast stock representing more than 10% of AT&T
          Comcast's voting power without the approval of the AT&T Comcast
          Board. In addition to the governance arrangements relating to the
          AT&T Comcast Board, Comcast and AT&T have agreed to a number of
          governance arrangements which will make it difficult to replace the
          senior management of AT&T Comcast.

          o    Upon completion of the AT&T Comcast transaction, C. Michael
               Armstrong, Chairman of the Board and CEO of AT&T, will be the
               Chairman of the Board of AT&T Comcast.

          o    Brian L. Roberts, President of Comcast, will be the CEO and
               President of AT&T Comcast. After the 2005 annual meeting of AT&T
               Comcast shareholders, Brian L. Roberts will also be the Chairman
               of the Board of AT&T Comcast. o Prior to the sixth anniversary
               of the 2004 annual meeting of AT&T Comcast shareholders, unless
               Brian L. Roberts ceases to be Chairman of the Board or CEO of
               AT&T Comcast prior to such time, the Chairman of the Board and
               CEO of AT&T Comcast will be able to be removed only with the
               approval of at least 75% of the entire AT&T Comcast Board. This
               supermajority removal requirement will make it unlikely that C.
               Michael Armstrong or Brian L. Roberts will be removed from their
               management positions.

52.  Q    What is the role of Sural LLC in the AT&T Comcast transaction?

     A    Sural LLC, which is controlled by Brian L. Roberts, President of
          Comcast, and as of the record date owned approximately 86.7% of the
          combined voting power of Comcast common stock, has entered into a
          support agreement with, among others, AT&T pursuant to which it has
          agreed to vote its shares of Comcast common stock in favor of the
          Comcast proposals. Sural's vote in favor of the Comcast transaction
          proposal and the AT&T Comcast charter proposal will be sufficient to
          approve such proposals at the Comcast meeting without the vote of any
          other Comcast shareholder.

53.  Q    What will be the composition of the AT&T Comcast Board and who will
          manage AT&T Comcast?

     A    The AT&T Comcast Board will initially be comprised of twelve
          individuals, five of whom will be AT&T directors designated by AT&T
          from the AT&T Board immediately prior to completion of the AT&T
          Comcast transaction, five of whom will be existing Comcast directors
          designated by Comcast from the Comcast Board immediately prior to
          completion of the AT&T Comcast transaction and two of whom will be
          independent persons jointly designated by Comcast and AT&T.

          Except for pre-approved designees, the individuals designated by each
          of Comcast and AT&T will be mutually agreed upon by Comcast and AT&T.
          Ralph J. Roberts, Brian L. Roberts, Sheldon M. Bonovitz, Julian A.
          Brodsky and Decker Anstrom are pre-approved Comcast director
          designees and C. Michael Armstrong is the sole pre-approved AT&T
          director designee.





          o    Brian L. Roberts, President of Comcast, will become Chief
               Executive Officer and President of AT&T Comcast. The other
               members of senior management of AT&T Comcast upon completion of
               the AT&T Comcast transaction will be selected by Brian L.
               Roberts in consultation with C. Michael Armstrong.

          o    C. Michael Armstrong, Chairman of the Board and Chief Executive
               Officer of AT&T, will become Chairman of the Board of AT&T
               Comcast and will serve as Chairman of the Board until the 2005
               annual meeting of AT&T Comcast shareholders, but he will serve
               as non-executive Chairman of the Board after April 1, 2004 and
               until the 2005 annual meeting of AT&T Comcast shareholders.

54.  Q    Based on historic data what kind of trading prices can AT&T Comcast
          shareholders expect?

     A    As AT&T and Comcast complete the AT&T Comcast transaction, shares of
          AT&T Comcast common stock will begin trading publicly for the first
          time. Until an orderly trading market for AT&T Comcast common stock
          develops, and after that time as well, there may be significant
          fluctuations in price.

55.  Q    What kind of dividends can AT&T Comcast shareholders expect to
          receive?

     A    AT&T Comcast does not currently intend to pay dividends after
          completion of the AT&T Comcast transaction.

56.  Q    Does Comcast have a shareholder rights plan, and will AT&T Comcast
          have a shareholder rights plan?

     A    Comcast does not currently have a shareholder rights plan in effect.
          AT&T Comcast will adopt a shareholder rights plan upon completion of
          the AT&T Comcast transaction. The rights plan will prevent any holder
          of AT&T Comcast stock, other than any holder of AT&T Comcast Class B
          common stock or any of such holder's affiliates, from acquiring AT&T
          Comcast stock representing more than 10% of AT&T Comcast's voting
          power without the approval of the AT&T Comcast Board.

57.  Q    What are the risks associated with the AT&T Comcast transaction?

     A    To review risks associated with the AT&T Comcast transaction, please
          see the heading "Risk Factors" in Chapter One of the joint proxy
          statement/prospectus.

58.  Q    What opinion did the financial advisors draw about the soundness and
          fairness of the Comcast merger?

     A    Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and
          Merrill Lynch, Pierce, Fenner & Smith Incorporated, financial
          advisors to Comcast, each rendered an opinion dated December 19, 2001
          to the effect that as of that date and based upon and subject to the
          assumptions, qualifications and limitations set forth therein, the
          conversion ratios in the Comcast merger applicable to holders of
          Comcast common stock, in the aggregate, were fair, from a financial
          point of view, to Comcast shareholders, taken together.





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


                           FORWARD-LOOKING STATEMENTS

     The enclosed information contains forward-looking statements within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such
forward-looking statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of AT&T Corp.
("AT&T"), Comcast Corporation ("Comcast") and, after the completion of the
proposed transaction between AT&T and Comcast, AT&T Comcast Corporation ("AT&T
Comcast") are based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, risks and uncertainties set
forth in AT&T's, Comcast's and AT&T Comcast's filings with the Securities and
Exchange Commission ("SEC"), including risks and uncertainties relating to:
failure to obtain and retain expected synergies from the proposed transaction,
delays in obtaining, or adverse conditions contained in, any required
regulatory approvals, changes in laws or regulations, availability and cost of
capital and other similar factors. Readers are referred to AT&T's and Comcast's
most recent reports filed with the SEC. AT&T, Comcast and AT&T Comcast are
under no obligation to (and expressly disclaim any such obligation to) update
or alter their forward-looking statements whether as a result of new
information, future events or otherwise.


                             ADDITIONAL INFORMATION

     In connection with the proposed transaction, AT&T, Comcast and AT&T
Comcast have filed a joint proxy statement/prospectus with the SEC. INVESTORS
AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the joint proxy statement/prospectus and other documents containing information
about AT&T, Comcast and AT&T Comcast, without charge, at the SEC's web site at
http://www.sec.gov. Free copies of AT&T's filings may be obtained by directing
a request to AT&T Corp., 295 North Maple Avenue, Basking Ridge, N.J. 07920,
Attention: Investor Relations. Free copies of Comcast's and AT&T Comcast's
filings may be obtained by directing a request to Comcast Corporation, 1500
Market Street, Philadelphia, Pennsylvania 19102-2148, Attention: General
Counsel.

     AT&T, Comcast and their respective directors, executive officers and other
members of their management and employees may be soliciting proxies from their
respective stockholders in connection with the proposed transaction.
Information concerning Comcast's participants in the solicitation is contained
in a filing made by Comcast with the Commission pursuant to Rule 14a-12 on July
9, 2001.