On August 31, 2009, Comcast Corporation ("Comcast") consolidated two of its wholly owned subsidiaries, Comcast Cable Communications Holdings, Inc. ("Comcast Cable Communications Holdings") and Comcast Cable Communications, LLC ("Comcast Cable"). Comcast Cable Communications Holdings merged with and into Comcast Cable, with Comcast Cable continuing as the surviving entity (the "consolidation").

Pursuant to the consolidation, Comcast Cable assumed the obligations and responsibilities of Comcast Cable Communications Holdings with respect to its outstanding 8.375% Notes due 2013 and 9.455% Notes due 2022 and the Indenture dated November, 14, 2002 under which they were issued.

Comcast Cable Communications Holdings and Comcast Cable, as well as Comcast Cable Holdings, LLC, Comcast MO Group, Inc. and Comcast MO of Delaware, LLC (collectively the "Cable Guarantors"), guaranteed, on an unsecured and unsubordinated basis, the obligations of Comcast with respect to debt securities issued pursuant to an Indenture dated as of January 7, 2003 (the "Comcast Indenture") among Comcast, the Cable Guarantors and The Bank of New York Mellon, as trustee.

Filed herewith as Exhibit 4.1 is the supplemental indenture to the Comcast Indenture reflecting the consolidation.

Also filed herewith as Exhibit 1.1 is a revised form of underwriting agreement standard provisions pursuant to which future offerings may be made under Comcast's Registration Statement on Form S-3 filed on April 27, 2009 (Reg. No. 333-158816) that reflects the consolidation and change in guarantors.

Item 9.01(d) Exhibits

Exhibit
Number      Description
1.1         Form of Underwriting Agreement Standard Provisions dated
            as of August 31, 2009.

4.1         Second Supplemental Indenture, dated August 31, 2009 to
            the Indenture between Comcast Corporation, Comcast Cable
            Communications, LLC, Comcast Cable Holdings, LLC,
            Comcast MO Group, Inc. and Comcast MO of Delaware, LLC
            and The Bank of New York Mellon, as Trustee, dated
            January 7, 2003, as supplemented by a First Supplemental
            Indenture dated March 25, 2003.