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): May 13, 2004

                               COMCAST CORPORATION
             (Exact name of registrant as specified in its charter)

 Pennsylvania                        000-50093               27-0000798
----------------                 ----------------           -------------
(State or other                 (Commission file           (IRS employer
jurisdiction of                      number)               identification no.)

             1500 Market Street, Philadelphia, PA         19102-2148
            (Address of principal executive offices)      (Zip Code)

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

Item 5.  Other Events.

On May 13, 2004, Brian L. Roberts, President and Chief Executive Officer of
Comcast Corporation, sent a letter to Institutional Shareholder Services
stating his intention to abstain from participation in the Governance and
Directors Nominating Committee of the Board of Directors.  A copy of the
letter is attached hereto as Exhibit 99.1 and is incorporated herein by

Item 7(c). Exhibits

Exhibit 99.1     Brian L. Roberts letter to Institutional Shareholder Services.


     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.

Dated:  May 13, 2004                         COMCAST CORPORATION

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