On June 18, 2009, Comcast Corporation ("Comcast") expects to consummate the issuance and sale of $700,000,000 principal amount of its 5.70% Notes due 2019 and $800,000,000 principal amount of its 6.55% Notes due 2039 (collectively, the "Notes"), pursuant to an underwriting agreement dated June 15, 2009 among Comcast, the Cable Guarantors (defined below) and Banc of America Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp. and Wachovia Capital Markets, LLC, as representatives of the several underwriters named therein. The Notes will be issued pursuant to an Indenture dated as of January 7, 2003 (the "Indenture") among Comcast, the Cable Guarantors (other than Comcast MO of Delaware, LLC) and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the "Trustee"), as amended by the First Supplemental Indenture dated as of March 25, 2003 by and among the Company, the Cable Guarantors and the Trustee, and an officers' certificate issued pursuant thereto. The Notes are guaranteed on an unsecured and unsubordinated basis by Comcast Cable Communications, LLC, Comcast Cable Communications Holdings, Inc., Comcast Cable Holdings, LLC, Comcast MO Group, Inc. and Comcast MO of Delaware, LLC (the "Cable Guarantors").

The Notes are being offered pursuant to Comcast's Registration Statement on Form S-3 filed on April 27, 2009 (Reg. No. 333-158816), including the prospectus contained therein, and a related prospectus supplement dated June 15, 2009.

The material terms and conditions of the Notes are set forth in the Form of Officers' Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein and in the Indenture filed as Exhibit 4.4 and the First Supplemental Indenture filed as Exhibit 4.5 to Comcast's Annual Report on Form 10-K for the year ended December 31, 2008.

Item 9.01(d) Exhibits




   Exhibit
   Number    Description
   1.1       Underwriting Agreement dated as of June 15, 2009

   4.1       Form of Officers' Certificate setting forth the terms of the Notes

   5.1       Opinion of Arthur R. Block, Esq.

   5.2       Opinion of Davis Polk & Wardwell

   23.1      Consent of Arthur R. Block, Esq. (contained in Exhibit 5.1)

   23.2      Consent of Davis Polk & Wardwell (contained in Exhibit 5.2)