WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): January 31, 2003

                               COMCAST CORPORATION
                (Exact Name of Registrant Specified in Charter)

   Pennsylvania                     000-50093                     27-0000798
-----------------              -------------------          ------------------
 (State or Other                (Commission File             (I.R.S. Employer
 Jurisdiction of                     Number)                Identification No.)

          1500 Market Street
       Philadelphia, Pennsylvania                                  19102-2148
----------------------------------------                           ----------
(Address of Principal Executive Offices)                           (Zip Code)

       Registrant's telephone number, including area code: (215) 665-1700

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

Joseph L. Castle, II, Chairman and Chief Executive Officer of Castle Energy
Corporation, has been designated a director of Comcast Corporation. Mr. Castle
will be an independent member of the Board.

Mr. Castle founded Castle Energy Corporation in 1980, an independent oil and gas
exploration and production company. Prior to his founding Castle Energy
Corporation, Mr. Castle served as a trustee for the Reading Company. From
1966-1974 Mr. Castle was a partner and member of the Executive Committee of
Butcher & Sherrerd. He serves on the board of directors of Charming Shoppes Inc.
and is currently chairman of the board of the Fen/Phen Diet Drug Settlement
Trust. Mr. Castle is a former director of Revlon Group, Reading Company, Horn
and Hardart, Inc., Pantry Pride, Inc., Mark Centers Trust, and, former Chairman
of the Board of WPHL-TV Channel 17. Mr. Castle was also a director of the
predecessor Comcast Corporation through November 2002.

Mr. Castle replaces George M.C. Fisher who resigned Friday, January 31, 2003 to
avoid even the appearance of conflict in light of Mr. Fisher's role as a
director of General Motors Corporation, the parent company of DIRECTV.


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: February 5, 2003               COMCAST CORPORATION

                                     By: /s/ Arthur R. Block
                                         Arthur R. Block
                                         Senior Vice President,
                                         General Counsel and Secretary