FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
x	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).		OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.......................0.5
(Print or Type Responses)

1. Name and Address of Reporting Person* Watson Bernard C.	2. Issuer Name and Ticker or Trading Symbol Comcast Corporation: CMCSA and CMCSK						6. Relationship of Reporting Person(s) to Issuer (Check all applicable) x Director o 10% Owner o Officer o Other (specify below) (give title below)
(Last) (First) (Middle) 473 Copper Beech Circle	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)			4. Statement for Month/Day/Year November 18, 2002
(Street) Elkins PA 19027				5. If Amendment, Date of Original (Month/Day/Year)			7. Individual or Joint/Group Filing (Check Applicable Line) x Form filed by One Reporting Person o Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/ Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Owner- ship (Instr. 4)
1. Title of Security (Instr. 3)			Code	V	Amount	(A) or (D)	Price

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.
*		If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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FORM 4 (continued)

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security

3. Trans-
    action
    Date
    (Month/
    Day/
    Year)

3A. Deemed
       Execution
       Date, if
       any
       (Month/
       Day/
       Year)

4. Trans-
    action
    Code
    (Instr. 8)

5. Number of Deriv-
    ative Securities
    Acquired (A) or
    Disposed of (D)
    (Instr. 3, 4 and 5)

6. Date Exercisable
    and Expiration
    Date
    (Month/Day/Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Deriv-
    ative
    Security
    (Instr.
    5)

9. Number
    of Deriv-
    ative
    Securities
    Bene-
    ficially
    Owned
    Following
    Reported
    Trans-
    action(s)
    (Instr. 4)

10. Owner-
      ship
      Form of
      Deriv-
      ative
      Securities
      Direct
      (D) or
      Indirect
      (I)
      (Instr. 4)

11. Nature
      of
      Indirect
      Benefi-
      cial
      Owner-
      ship
      (Instr. 4)

Code

(A)

(D)(1)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares (1)

Option to Purchase Class A Special Common Stock

$15.6563

11/18/02

10,800

Immediately

2/01/2003

Class A Special Common Stock

10,800

(1)

Option to Purchase Class A Special Common Stock

$33.9922

11/18/02

10,800

Immediately

2/01/2004

Class A Special Common Stock

10,800

(1)

Option to Purchase Class A Special Common Stock

$46.0000

11/18/02

5,400

Immediately

2/01/2005

Class A Special Common Stock

5,400

(1)

Option to Purchase Class A Special Common Stock

$42.8125

11/18/02

5,400

Immediately

2/01/2006

Class A Special Common Stock

5,400

(1)

Option to Purchase Class A Special Common Stock

$35.5300

11/18/02

5,400

Immediately

2/01/2007

Class A Special Common Stock

5,400

(1)

Explanation of Responses:

(1)

Pursuant to the merger agreement among the Issuer, AT&T Comcast Corporation (to be named Comcast Corporation, "Parent") and others, the Issuer will become a wholly-owned subsidiary of Parent (the "Merger") and will cease to have registered securities. As a result of the Merger, the Reporting Person will receive securities of Parent in exchange for his Issuer securities. The Reporting Person will not be a Reporting Person with respect to Parent.

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/s/ Bernard C. Watson		November 18, 2002

** Signature of Reporting Person		Date
Bernard C. Watson

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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COMCAST CORP 4