SEC Division of Corporation Finance no-action letter: AT&T Comcast Corporation — SEC — US

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Securities Exchange Act of 1934 - Rule 12g-3

November 18, 2002

Response of the Office of Chief Counsel Division of Corporation Finance

Re:

AT&T Comcast Corporation Incoming letter dated November 13, 2002

Based on the facts presented and without necessarily agreeing with your analysis, the Division's views are as stated below. Defined terms have the same meanings set forth in your letter:

(a) The Division will raise no objection if AT&T Comcast, as a result of the Exchange Offer Registration Statement being declared effective, does not file a quarterly report on Form 10-Q under Section 13(a) and Section 15(d) of the Securities Exchange Act of 1934 for the period ending September 30, 2002, so long as there remains no operations in AT&T Comcast other than those described in your letter and all of the outstanding securities of AT&T Comcast continue to be held directly by AT&T and Comcast. In reaching this position, the Division has noted your representation that all information material to investors will be provided through the timely filing by AT&T and Comcast of periodic reports pursuant to Section 13(a) and Section 15(d) of the Exchange Act.

(b) Prior to filing its initial annual report on Form 10-K following consummation of the AT&T Comcast transaction, AT&T Comcast may use Form S-8 or the Merger Registration Statement to register the offer and sale of securities covered by the AT&T Comcast Plans.

(c) Prior to consummation of the AT&T Comcast transaction, AT&T Comcast may use Form S-8 or the Merger Registration Statement, provided the opportunity to participate in any employee benefit plan assumed by AT&T Comcast will be offered only to present, and qualified former, employees of AT&T and Comcast, and no securities will be sold or issued under those plans until after consummation of the AT&T Comcast transaction.

(d) Upon consummation of the AT&T Comcast transaction, AT&T Comcast may rely on Rule 12g-3 to registered its publicly-traded common stock under the Exchange Act. It may fulfill the requirements of Rule 12g-3 by filing a Form 8-K in connection with the AT&T Comcast transaction indicating that AT&T Comcast stock is registered under Section 12(g) of the Exchange Act.

(e) After consummation of the AT&T Comcast transaction, AT&T Comcast may take into account the prior reporting history of AT&T by virtue of its segment reporting of its broadband operations and Comcast in determining whether it has complied with the public information requirements of Rule 144(c)(1), including for purposes of its satisfaction of Rule 145(d)(1).

These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require different conclusions.

Sincerely,

/s/ Carol M. McGee Carol M. McGee Special Counsel

[letterhead] Davis Polk and Wardwell 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000 Fax 650-752-2111

November 13, 2002

Re:

Various Issues Related to the Business Combination of Comcast Corporation and AT&T Broadband Corp.

Securities and Exchange Commission Office of Chief Counsel Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 29549

Ladies and Gentlemen:

On August 12, 2002, AT&T Corp. ("AT&T"), AT&T Comcast Corporation ("AT&T Comcast"), Comcast Cable Communications, Inc. ("Comcast Cable"), AT&T Broadband Corp. ("Broadband"), MediaOne Group, Inc. ("MediaOne") and AT&T Broadband, LLC (f/k/a Tele-Communications, Inc., "TCI") filed a registration statement (the "Exchange Offer Registration Statement") on Form S-4 (File No. 333-97953) in respect of a proposed exchange offer (the "Exchange Offer") being made in connection with the planned combination (the "AT&T Comcast transaction") of Comcast Corporation ("Comcast") and AT&T's broadband business. The Exchange Offer Registration Statement was declared effective and the Exchange Offer commenced on October 4, 2002 and the Exchange Offer expired and, subject to pro ration, AT&T accepted the tendered securities on November 8, 2002. AT&T, Comcast and AT&T Comcast previously filed a joint merger proxy/registration statement (the "Merger Registration Statement") on Schedule 14A and Form S-4 (File No. 333-82460) in respect of the AT&T Comcast transaction. The Securities and Exchange Commission (the "Commission") declared the Merger Registration Statement effective on May 14, 2002, and on July 10, 2002, the shareholders of both AT&T and Comcast voted, among other things, to approve the AT&T Comcast transaction. AT&T and Comcast currently expect the AT&T Comcast transaction to be consummated on November 18, 2002. 1

We request your advice as to whether the staff of the Division of Corporation Finance (the "Staff") would object if AT&T Comcast takes the actions or proceed under the assumptions set forth below:

(a) that AT&T Comcast will not, as a result of the Exchange Offer Registration Statement being declared effective, be required to file periodic reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") prior to consummation of the AT&T Comcast transaction, in particular, AT&T Comcast will never be required to file a quarterly report on Form 10-Q for the quarter ended September 30, 2002;

(b) that, prior to filing of its initial annual report on Form 10-K following the consummation of the AT&T Comcast transaction, AT&T Comcast will be able to use Form S-8 or post-effective amendments to the Merger Registration Statement (assuming a sufficient number of shares are included in the Merger Registration Statement) to register the securities covered by the AT&T Comcast Plans (as defined herein) and any new benefit plans, stock purchase plans or stock incentive plans of AT&T Comcast under the Securities Act of 1933 (as amended, the "Securities Act") and that, after consummation of the AT&T Comcast transaction, AT&T Comcast may include the prior activities of Comcast and AT&T in determining whether AT&T Comcast meets the eligibility requirements for the use of Form S-8, including for the purpose of complying with Item 3 of Part II of Form S-8;

(c) that AT&T Comcast will be able to file a registration statement on Form S-8 prior to or upon consummation of the AT&T Comcast transaction with respect to AT&T Comcast Plans (as defined herein) and that such registration statement shall become effective upon filing;

(d) that AT&T Comcast will be able to use Rule 12g-3 to register its publicly-traded common stock under Section 12(g) of the Exchange Act; and

(e) that Rules 144 and 145 will be available to AT&T Comcast shareholders upon consummation of the AT&T Comcast transaction.

I. Background

A. The AT&T Comcast Transaction

On December 19, 2001, Comcast and AT&T entered into an Agreement and Plan of Merger pursuant to which Comcast will be combined in the AT&T Comcast transaction with AT&T's broadband business. On July 10, 2002, shareholders of AT&T and Comcast, among other things, approved the AT&T Comcast transaction. AT&T Comcast will account for the transaction under the purchase method of accounting, with Comcast as the acquiring entity.

The AT&T Comcast transaction will occur in several steps. First AT&T will transfer the assets and liabilities of its broadband business to Broadband, a corporation newly formed for purposes of effecting the transaction. Second, AT&T will spin off (the "Broadband Spin-Off") Broadband to its shareholders. Third, Comcast and Broadband will each merge with different, wholly owned subsidiaries of AT&T Comcast. We expect the first step to occur on or shortly before the closing date for the AT&T Comcast transaction. The merger agreement provides for the second and third steps to occur on the closing date for the transaction. In the AT&T Comcast transaction, Comcast shareholders will receive one share of AT&T Comcast common stock for each share of Comcast common stock, for an aggregate of approximately 1 billion shares of AT&T Comcast common stock.

The consideration in the form of AT&T Comcast common stock also includes the distribution to AT&T shareholders of approximately 1.2 billion shares of AT&T Comcast common stock, the issuance of 115 million shares of AT&T Comcast common stock to Microsoft Corporation in exchange for all of the shares of Broadband that Microsoft will receive immediately prior to the completion of the AT&T Comcast transaction for settlement of its $5 billion aggregate principal amount in quarterly income preferred securities, and AT&T Comcast stock options and stock appreciation rights issued in exchange for Comcast and Broadband stock options and stock appreciation rights.

AT&T and Comcast anticipate that the closing date for the merger will be November 18, 2002.

B. Existing Cable Subsidiary Debt, the Exchange Offer, Future Financings and the Cross-Guarantee Structure

After the AT&T Comcast transaction, AT&T Comcast and its consolidated subsidiaries will have a complex debt structure. For purposes of this letter, it is helpful to categorize the debt as set forth in the following table. A detailed explanation of each category and of the cross-guarantee structure follows the table.

Debt Security Category

Description

Post-AT&T Comcast transaction guarantors

New AT&T Comcast Notes

Debt securities to be issued by AT&T Comcast after the AT&T Comcast transaction

Comcast Cable, Broadband, MediaOne and TCI

Comcast Notes

Debt securities issued or to be issued by Comcast

None 2

Comcast Cable Notes

Existing debt securities of Comcast Cable

AT&T Comcast, Broadband, MediaOne and TCI

New Broadband Notes

Debt securities issued by Broadbandupon mandatory conversion of the Broadband Exchange Notes issued in connection with the Exchange Offer

AT&T Comcast, Comcast Cable, MediaOne and TCI

Existing Broadband Subsidiary Notes:

MediaOne Notes

Existing debt securities of MediaOne

AT&T Comcast, Comcast Cable, Broadband and TCI

TCI Notes

Existing debt securities of TCI

AT&T Comcast, Comcast Cable, Broadband and MediaOne

Continental Notes

Existing debt securities of Continental

None 2

Existing Cable Subsidiary Debt

Comcast and Comcast Cable have, and after the AT&T Comcast transaction will have, outstanding debt securities (respectively, the "Comcast Notes" and "Comcast Cable Notes"). Certain of Broadband's direct and indirect subsidiaries - MediaOne, TCI and MediaOne Delaware, Inc. (f/k/a Continental Cablevision, "Continental") - have, and after the AT&T Comcast transaction will have, outstanding debt securities (collectively, the "Existing Broadband Subsidiary Notes").

The Exchange Offer

On August 12, 2002, AT&T, AT&T Comcast, Comcast Cable, Broadband, MediaOne and TCI filed the Exchange Offer Registration Statement detailing the proposed Exchange Offer in respect of an aggregate of $11.8 billion of AT&T's existing debt securities (the "AT&T Notes"). The Exchange Offer Registration Statement was declared effective and the Exchange Offer commenced on October 4, 2002. The Exchange Offer expired and, subject to prorationing, AT&T accepted the tendered securities on November 8, 2002.

The Exchange Offer involved two kinds of exchanges. In the first kind of exchange, which was subject to proration, AT&T offered to exchange a portion of the AT&T Notes (the "Broadband Eligible Notes") for notes (the "Broadband Exchange Notes") that, upon completion of the AT&T Comcast transaction, will mandatorily exchange into new debt securities (the "New Broadband Notes"). The New Broadband Notes will be obligations of Broadband and will be fully and unconditionally guaranteed, on a joint and several basis, by AT&T Comcast, Comcast Cable, MediaOne and TCI. In the Exchange Offer, AT&T received tenders for $3.8 billion of Broadband Eligible Notes and, due to prorationing, accepted $3.5 billion. Comcast currently estimates that upon completion of the AT&T Comcast transaction, approximately $3.5 billion of New Broadband Notes will be issued, consisting of $2.4 billion of 8.375% Notes Due March 15, 2013 and $1.1 billion of 9.455% Notes Due November 15, 2022.

In the second kind of exchange, which is not subject to proration, AT&T offered to exchange the other portion of the AT&T Notes (the "AT&T Eligible Notes") for New AT&T Notes. The New AT&T Notes will remain solely AT&T's obligations and, upon completion of the AT&T Comcast transaction, will have the revised terms described in the Exchange Offer Registration Statement. AT&T Notes not tendered in the Exchange Offer will remain obligations of AT&T after the AT&T Comcast transaction. AT&T received tenders for $4.7 billion of AT&T Eligible Notes all of which were accepted.

Future Financings

In the future, AT&T Comcast anticipates issuing debt securities (the "New AT&T Comcast Notes") to repay amounts incurred in connection with the AT&T Comcast transaction under a bank credit facility and as part of its normal financing activities. The New AT&T Comcast Notes would be offered and sold in transactions registered under the Securities Act or exempt from the registration requirements of the Securities Act pursuant to Rule 144A, Regulation S, or Section 4(2), or a combination of such exemptions. AT&T Comcast anticipates that the New AT&T Comcast Notes will be fully and unconditionally guaranteed, on a joint and several basis, by Comcast Cable, Broadband, MediaOne and TCI (the "Cable Obligors").

The Cross-Guarantee Structure

Comcast believes that existing and future investors will be confused by the multiplicity of existing debt obligors and the potential for different creditworthiness among these obligors. To simplify AT&T Comcast's capital structure and to insure that the debt securities of AT&T Comcast and each of the Cable Obligors effectively rank pari passu , Comcast expects that immediately after the AT&T Comcast transaction, AT&T Comcast and each of the Cable Obligors will fully and unconditionally guarantee (the "Cross-Guarantees"), on a joint and several basis, each others' notes. The New AT&T Comcast Notes, the Comcast Cable Notes, the New Broadband Notes and the Existing Broadband Subsidiary Notes (other than Continental's debt securities) are collectively referred to as the "Cross-Guaranteed Securities."

Comcast will not be a guarantor because Comcast believes current and future investors will be interested in "pure play" debt securities of AT&T Comcast's cable communications assets and not Comcast's commerce and content assets, such as QVC, E! Entertainment and Comcast Spectacor. Comcast will continue to have certain debt securities listed on the New York Stock Exchange and registered under Section 12(b). Thus Comcast will continue to be a reporting person under Section 13(a) after the AT&T Comcast transaction and, since its securities are not subject to the Cross-Guarantees, will not be entitled to Rule 12h-5 relief.

Continental's existing indenture contains covenants that prohibit Continental from guaranteeing its affiliates' debt obligations. Continental may seek bondholder consent to amend these covenants, in which case Continental may become a guarantor and the Continental Notes may be cross-guaranteed as well. No decision has been made, however, on what steps Continental or AT&T Comcast may take with respect to the Continental Notes.

An important consideration in selecting the proposed capital structure is that it mirrors the structure of the $12.8 billion credit facility (the "New Credit Facility") entered into in connection with the AT&T Comcast transaction. The New Credit Facility permits AT&T Comcast or any Cable Obligor to be a borrower and provides the same cross-guarantee structure as we are proposing for the Cross-Guaranteed Securities.

Another important consideration in selecting the proposed capital structure is that it would enable Comcast Cable, Broadband, MediaOne and TCI to take advantage of the exemption under Rule 12h-5 from the reporting requirements of Section 13(a) and 15(d) of the Exchange Act provided AT&T Comcast provides the condensed consolidating financial information required by Regulation S-X, Rule 3-10 ("Rule 3-10"). 3

C. Employee Benefit Matters

Shares of Comcast's Class A Special Common Stock, $1.00 par value per share (together with Comcast's Class A Common Stock, $1.00 par value per share, the "Comcast Common Stock") and AT&T common stock, par value $1.00 per share ("AT&T Common Stock") and other employee benefit plan interests are registered on Form S-8 for distribution pursuant to certain stock option, stock purchase, restricted stock and other incentive plans (the "Incentive Plans") and certain other compensation and benefit plans (the "Employee Benefit Plans", and together with the Incentive Plans, the "Existing Plans").

Upon consummation of the AT&T Comcast transaction, each outstanding option to purchase Comcast Common Stock will be converted, on the same terms and conditions as in effect immediately prior to the consummation of the AT&T Comcast transaction, into an option to acquire shares of AT&T Comcast common stock. The number of shares subject to the option and the exercise price will be subject to customary adjustments necessary to maintain the intrinsic value of the awards immediately before and after the AT&T Comcast transaction. In addition, upon consummation of the AT&T Comcast transaction, the right to restricted share awards based on Comcast Common Stock will be converted, on the same terms and conditions as in effect immediately prior to the consummation of the AT&T Comcast transaction, into the right to restricted share awards based on AT&T Comcast common stock.

In connection with the Broadband Spin-off, certain options to purchase AT&T Common Stock will be converted into options to purchase Broadband common stock and certain restricted shares and other stock-based awards with respect to AT&T Common Stock will be converted into awards based upon Broadband common stock. Shares of Broadband common stock will never separately trade and, accordingly, no registration statement on Form S-8 will be filed with respect to awards based upon these shares. Upon consummation of the AT&T Comcast transaction, each outstanding option to purchase Broadband common stock will vest and be converted, on the same terms and conditions as in effect immediately prior to the consummation of the AT&T Comcast transaction, into an option to acquire shares of AT&T Comcast common stock (with certain additional adjustments made in the case of stock options held by former employees of AT&T or Broadband). In addition, upon consummation of the AT&T Comcast transaction, outstanding restricted shares of Broadband common stock and other awards based upon Broadband common stock will vest and be converted, on the same terms and conditions as in effect immediately prior to the consummation of the AT&T Comcast transaction, into awards based upon AT&T Comcast common stock.

AT&T Comcast will authorize conforming amendments necessary to reflect the assumption of the Incentive Plans. The plans under which such options to purchase AT&T Comcast common stock will be administered after such assumption are referred to herein as the "AT&T Comcast Incentive Plans".

Certain rights under the Employee Benefit Plans that are outstanding upon consummation of the AT&T Comcast transaction will become rights with respect to AT&T Comcast common stock or other participation interests, and AT&T Comcast will assume all obligations with respect to such rights in accordance with the terms of the Employee Benefit Plans pursuant to which they were issued. AT&T Comcast will authorize conforming amendments necessary to reflect the assumption of such Employee Benefit Plans. The Employee Benefit Plans that will survive the consummation of the AT&T Comcast transaction are referred to herein as the "AT&T Comcast Employee Benefit Plans" and, together with the AT&T Comcast Incentive Plans, as the "AT&T Comcast Plans".

II. Commencement of Periodic Reporting under the Exchange Act

In its BNSF Corporation (available Apr. 21, 1995) ("BNSF") no-action letter, the Staff provided relief from the requirements of Section 15(d) of the Exchange Act for the holding company acquiror in a transaction substantially identical to the AT&T Comcast transaction to file any periodic reports under the Exchange Act ("Periodic Reports") until consummation of the merger transaction. In reliance upon the BNSF no-action letter, AT&T Comcast has not filed any Periodic Reports in connection with the Staff declaring the Merger Registration Statement effective. In connection with the launch of the Exchange Offer, the Exchange Offer Registration Statement was declared effective which potentially gives rise to a new Section 15(d) reporting obligation. We ask you to confirm that the Staff will not object if AT&T Comcast does not file its periodic report on Form 10-Q for the quarter ended September 30, 2002. It is important to note that upon consummation of the Exchange Offer, the Broadband Exchange Notes (for which AT&T and Broadband will be co-obligors) will be issued but that the mandatory exchange of the Broadband Exchange Notes into New Broadband Notes will not occur until consummation of the AT&T Comcast transaction. Furthermore, until immediately prior to the consummation of the AT&T Comcast transaction, Broadband will remain a wholly owned subsidiary of AT&T and AT&T will continue to segment report its broadband operations.

Under Section 15(d) of the Exchange Act, an issuer that has filed a registration statement which has become effective under the Securities Act must file Periodic Reports with the Commission. The duty to file Periodic Reports is automatically suspended as to any fiscal year, other than the fiscal year within which the registration statement became effective, if, at the beginning of such fiscal year, the securities to which the registration statement relates are held of record by fewer than 300 persons. In addition, under Rule 12h-3, the duty to file Periodic Reports under Section 15(d) is suspended immediately upon filing with the Commission Form 15 as to any class of securities held of record by less than 300 persons. Rule 12h-3 relief, however, is not available for the year in which the registration statement is declared effective.

The purpose of Section 15(d) is to assure the availability of current information about an issuer for the benefit of purchasers in the registered offering, and for the investing public, in situations where Section 13 of the Exchange Act would otherwise not apply. See Release No. 34-20263 (Oct. 5, 1983); see also BNSF. The limitation denying automatic suspension or suspension upon application for the fiscal year in which the registration statement becomes effective is that the investing public should have complete information about the issuer's activities at least through the end of the year in which it makes a registered offering. Id.

We note that in BNSF, the Staff granted relief substantially identical to that sought here so long as the holding company did not engage in any substantial operations and all of its outstanding securities continued to be held by the two corporations that would become subsidiaries of the holding company upon consummation of the BNSF merger. As mentioned earlier, AT&T Comcast has relied upon BNSF in connection with any obligation it may have had to file Periodic Reports in connection with the Merger Registration Statement being declared effective. BNSF, however, did not address the requirement under Section 15(d) in connection with a transaction similar to the Exchange Offer.

We do not believe that prior to consummation of the AT&T Comcast transaction it is necessary to promote the public interest or for the protection of investors for AT&T Comcast to file Periodic Reports. Until consummation of the AT&T Comcast transaction:

the only AT&T Comcast security holders will be Comcast and AT&T. The existing Comcast and AT&T security holders will not become AT&T Comcast shareholders until consummation of the AT&T Comcast transaction. Holders of Broadband Exchange Notes will not become creditors of AT&T Comcast or the other Cable Obligors (other than Broadband, which until consummation will remain a wholly owned subsidiary of AT&T) until consummation of the AT&T Comcast transaction.

AT&T Comcast and Broadband will essentially be shell corporations, will have no revenues, will engage in no substantial operations and will only engage in activities that are necessary to complete the Exchange Offer and the AT&T Comcast transaction.

both AT&T and Comcast will be subject to the reporting obligations of Section 13 and AT&T will continue to segment report the results of its broadband operations, thus insuring the availability of current information about their operations for the benefit of their existing debt and equity security holders and for the investing public.

the New Broadband Notes will not have been issued and none of the Cross-Guarantees will be in effect.

Although AT&T Comcast will begin to file any mandatory or voluntary current reports on Form 8-K on and after the consummation date for the AT&T Comcast transaction, the first periodic report it anticipates filing would be an annual report on Form 10-K for the year ended December 31, 2002, and if the Staff grants the relief sought, AT&T Comcast will never file a quarterly report on Form 10-Q for the quarter ended September 30, 2002.

We note that as of the date hereof and for a period of at least the prior twelve calendar months, both AT&T and Comcast have filed in a timely manner all the material required to be filed pursuant to Section 13, 14 or 15(d) of the Exchange Act, including, without limitation their respective quarterly reports on Form 10-Q for the quarter ended September 30, 2002.

III. Availability of Form S-8

We also ask the Staff to confirm that it will not object if AT&T Comcast, upon consummation of the AT&T Comcast transaction, relies on the prior activities and annual reports of Comcast and AT&T in determining whether it meets the requirements of paragraph 1 of General Instruction A to Form S-8 and also for purposes of satisfying Item 3 of Part II to Form S-8. We note that the Staff has on numerous occasions permitted a holding company to file registration statements on Form S-8 or post-effective amendments to a Form S-4 following a succession transaction to register shares to be issued pursuant to assumed employee benefit and stock incentive plans. See, e.g. , AOL Time Warner; NSTAR; and Science Applications International Corporation (available August 13, 1997) ("SAIC"). We also note that, as stated in our letter dated April 30, 2002, detailed information regarding Broadband is contained within the AT&T annual reports by virtue of AT&T's segment reporting of its broadband operations.

We also ask the Staff to confirm that it will not object if AT&T Comcast files a registration statement on Form S-8 or post-effective amendments to the Merger Registration Statement (assuming sufficient shares remain available under the Merger Registration Statement) prior to or upon consummation of the AT&T Comcast transaction and prior to the filing by AT&T Comcast of its initial annual report on Form 10-K, with such registration statement or post-effective amendments to become effective upon filing. AT&T Comcast intends to register securities covered by the AT&T Comcast Plans as well as other new stock purchase or stock incentive plans sponsored by AT&T Comcast on Form S-8 or on post-effective amendments to the Merger Registration Statement.

In order for such AT&T Comcast Plans and other newly implemented plans to be operational upon consummation of the AT&T Comcast transaction, and therefore to operate for the benefit of the current and qualified former directors, employees and other participants of the Existing Plans without interruption, AT&T Comcast anticipates that such registration statement or post-effective amendments will be filed and become effective prior to or upon consummation of the AT&T Comcast transaction and prior to the filing by AT&T Comcast of its initial annual report on Form 10-K. In addition, in order to avoid confusion and disruption under certain of the AT&T Comcast Plans, AT&T Comcast wishes to implement the process of educating employees of Comcast and Broadband prior to the consummation of the AT&T Comcast transaction about AT&T Comcast and any funds or other investment options based upon or related to AT&T Comcast common stock.

In analogous situations, the Staff has taken the position that a successor issuer may register securities issuable pursuant to employee benefit plans on Form S-8 prior to or following the consummation of the succession transaction if certain conditions are met. Namely, (1) the opportunity to participate in the plans subject to the Form S-8 registration statement will be offered only to present employees of the two companies subject to the transaction and their subsidiaries and (2) no securities will be sold or issued pursuant to the registration statement on Form S-8 until the effective time of the transaction. See, e.g. , AOL Time Warner; NSTAR; and SAIC. With respect to the tax-qualified employee stock purchase plan (the "ESPP") maintained by AT&T Comcast, there will be no sale of securities under this plan before the Form S-8 becomes effective. Employee enrollment for the ESPP's initial offering period will take place automatically before the effectiveness of the Form S-8 registration statement and will be involuntary. No employee will be offered participation in the ESPP before AT&T Comcast files the Form S-8 registration statement. Although payroll deductions will have been authorized upon enrollment under the ESPP's predecessor plan, such payroll deductions may be changed at any time prior to the end of the offering period and there will be no purchases of AT&T Comcast common stock before the end of the offering period. See American Bar Association (available July 25, 2000). AT&T Comcast will limit the opportunity to participate in its incentive and other stock-based plans subject to a Form S-8 registration statement to present employees, which will include certain qualified former employees, 4 of Comcast and AT&T and their subsidiaries, including Broadband and its subsidiaries. AT&T Comcast will not issue or sell any securities pursuant to any of its plans under the registration statement on Form S-8 prior to the effective time of the AT&T Comcast transaction.

IV. Availability of Rule 12g-3.

We also ask the Staff to confirm that it will not object if AT&T Comcast treats the classes of publicly-traded AT&T Comcast common stock to be issued upon consummation of the AT&T Comcast transaction to shareholders of Comcast and, indirectly through the Broadband Spin-Off, to shareholders of AT&T as registered under Section 12 of the Exchange Act in accordance with Rule 12g-3(c) promulgated thereunder, and if AT&T Comcast satisfies the requirements of Rule 12g-3 by indicating on a Form 8-K to be filed upon consummating the AT&T Comcast transaction that the Comcast Common Stock was registered under Section 12(g) of the Exchange Act and that each class of publicly-traded AT&T Comcast common stock is registered under Section 12(g) of the Exchange Act, even though the Broadband common stock issued in the Broadband Spin-Off was never registered under either Section 12(b) or 12(g) of the Exchange Act.

Rule 12g-3(c) under the Exchange Act provides that where in connection with a succession by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of an issuer that are not already registered pursuant to Section 12 of the Exchange Act, such as the AT&T Comcast common stock, are issued to the holders of any class of securities of two or more other issuers that are each registered pursuant to Section 12 of the Exchange Act, the class of securities so issued shall be deemed registered under Section 12 of the Exchange Act. Rule 12g-3(d) under the Exchange Act then provides that if the classes of securities issued by the predecessor issuers are not registered under the same paragraph of Section 12 of the Exchange Act, the class of securities issued by the successor issuer shall be deemed registered under Section 12(g) of the Exchange Act. Rule 12g-3(f) further provides that the Form 8-K filed in connection with the succession by the successor-issuer of the securities deemed registered pursuant to Rule 12g-3(c) indicate the paragraph of Section 12 of the Exchange Act under which such class of securities is deemed registered by operation of Rule 12g-3.

Securities must be registered under Section 12(b) if they are listed on a national securities exchange. Equity securities must be registered under Section 12(g) if, on the last day of the issuer's fiscal year, the securities are held of record by 500 or more persons. In addition, an issuer may register securities under Section 12(g) by filing a registration statement with the Commission - as, for example, is required for inclusion in the Nasdaq Stock Market. See Section 12(g)(1); NASD Rule 4310(a). The AT&T Comcast common stock will be included in the Nasdaq Stock Market.

In our situation, the Comcast Common Stock is registered under Section 12(g) of the Exchange Act and the AT&T Common Stock, which will be entitled to receive shares of Broadband common stock in the Broadband Spin-Off, is registered under Section 12(b) of the Exchange Act. The Broadband common stock will not itself be registered under either Section 12(b) or 12(g) because it will not be held by 500 or more persons on the last day of Broadband's fiscal year, will never be included in the Nasdaq Stock Market, will never physically be distributed to AT&T shareholders and will never separately trade, not even on a when-issued basis. Although the Broadband common stock is not registered, AT&T provides segment information on its broadband operations.

The definition of "succession" in Rule 12b-2 under the Exchange Act contemplates the "direct acquisition of the assets comprising a going business, whether by merger, consolidation, purchase or other direct transfer." The definition further provides that a "succession" does not include the acquisition of control of a business unless followed by the direct acquisition of its assets. We have presumed that the process used to effect the AT&T Comcast transaction will not prevent AT&T Comcast from being deemed to have made a "direct acquisition" of the businesses of Comcast and Broadband and thus to be a successor to such companies. The Staff has taken similar positions with respect to transactions in which the assets "directly acquired" remain in a subsidiary of the successor company rather than proceeding to direct ownership by the successor through a second-stage merger. See, e.g., AOL Time Warner; NSTAR; Central Maine Power Company (available October 28, 1998); Central Hudson Gas & Electric Company (available September 16, 1998); Southern California Water Company (available June 29, 1998); Payless ShoeSource, Inc. (available April 20, 1998); and Idaho Power Company (available March 16, 1998).

In accordance with previous no-action positions taken by the Staff, AT&T Comcast plans to include in a Form 8-K filed in connection with the AT&T Comcast transaction a statement that each class of publicly-traded AT&T Comcast common stock being issued in connection therewith is registered under Section 12(g) of the Exchange Act. We believe that upon consummation of the AT&T Comcast transaction and the filing of such Form 8-K, each class of publicly-traded AT&T Comcast common stock will be properly registered under Section 12(g) of the Exchange Act.

While Comcast has no immediate plans to do so, it may in the future issue Comcast Notes under its existing shelf registration statement on Form S-3 (File No. 333-54032) assuming it otherwise meets the requirements of Form S-3, General Instruction I.C.2 (primary offerings of non-convertible investment grade securities by a majority-owned subsidiary of a Form S-3 eligible parent). Therefore, Comcast seeks to remain subject to the periodic reporting obligations of Section 13(a) of the Exchange Act notwithstanding that AT&T Comcast will become successor to Comcast's reporting obligations.

Comcast has been subject to the Exchange Act, and its Exchange Act reports will continue to be available to incorporate into a Form S-3. In addition, after consummation of the AT&T Comcast transaction, Comcast will continue to be subject to the reporting requirements of the Exchange Act because its 2.0% Exchangeable Subordinated Debentures due 2029 (the "Listed Securities") are and will continue to be listed on the New York Stock Exchange. The Listed Securities were issued under Comcast's shelf registration statement (File No. 333-81391), are described in a prospectus supplement filed on November 5, 1999 under Rule 424(b) of the Securities Act and were registered under Section 12(b) under a registration statement on Form 8-A filed with the Commission on November 15, 1999.

Based on telephone conversations we have had with the Staff and the Staff's position described in Nortel Networks Corporation (available April 28, 2000), Comcast will file a registration statement on Form 8-A to re-register the Listed Securities under Section 12(b), thus obtaining a new Commission file number and continuing Comcast's periodic reporting under the Exchange Act.

V. Availability of Rules 144 and 145

We believe that AT&T Comcast shareholders (if necessary) should be able to use Rules 144 and 145 immediately upon completion of the AT&T Comcast transaction. We ask the Staff to confirm that it will not object if, for purposes of Rules 144 and 145 under the Securities Act, AT&T Comcast includes the prior reporting history of Comcast and AT&T in determining whether it has complied with the public information requirements of Rule 144(c)(1), and if AT&T Comcast treats its publicly available information and financial information, to the extent it is required, as satisfying the obligations with respect to Comcast and AT&T set forth in Rule 144(c) and Rule 145(d)(1). In seeking this relief, we note that although Broadband itself has not been subject to the reporting requirements of Section 13 of the Exchange Act, detailed information regarding Broadband of the type contemplated by the 90-day reporting requirement of Rule 144 and 145 is already available to the public by virtue of AT&T's segment reporting of its broadband operations.

Rules 144 and 145 under the Securities Act provide a safe harbor exemption from the registration requirements of the Securities Act for the sale of "restricted" securities and the sale of securities by or for the account of "affiliates" of an issuer, provided certain conditions set forth in the applicable Rule are satisfied. Rule 144(c)(1) requires that the issuer either (a) has securities registered pursuant to Section 12 of the Exchange Act, has been subject to the reporting requirements of Section 13 of the Exchange Act for a period of at least 90 days immediately preceding the sale of securities and has filed all the reports required to be filed thereunder for the 12 months preceding such sale (or for such shorter period that the issuer was required to file such reports) or (b) has securities registered pursuant to the Securities Act, has been subject to the reporting requirements of Section 15(d) of the Exchange Act for a period of at least 90 days immediately preceding the sale of securities and has filed all the reports required to be filed thereunder during the 12 months preceding such sale (or for such shorter period that the issuer was required to file such reports). Rule 144(c) requires that current public information be available with respect to an issuer at the time of a transfer of securities pursuant to such rule. Rule 145(d)(1) requires that the issuer comply with the public information requirements under Rule 144(c).

We believe that AT&T Comcast shareholders (if necessary) should be able to use Rules 144 and 145 immediately upon completion of the AT&T Comcast transaction (and should not have to wait until 90 days after completion of the AT&T Comcast transaction) since AT&T Comcast will, on a consolidated basis, have substantially the same assets, businesses and operations as Comcast and Broadband prior to the consummation of the AT&T Comcast transaction and will be the successor to Comcast and Broadband. Each of Comcast and AT&T, although not Broadband itself, has been subject to, and has complied with, the reporting requirements of Section 13 of the Exchange Act for many years. See AOL Time Warner; Kramont Realty Trust (available May 23, 2000); NSTAR; Texas Utilities Company (available June 4, 1997); Time Warner Inc. (available October 10, 1996) ("Time Warner III"); Allegheny Teledyne, Inc. (available August 30, 1996); Avantor Financial Corporation (available March 29, 1990); HRI Group Inc. (available October 11, 1988); The North American Coal Corp. (available May 5, 1986); and The Walt Disney Company (available February 9, 1996). Although Broadband itself has not been subject to the reporting requirements of Section 13 of the Exchange Act, detailed information regarding Broadband of the type contemplated by the 90-day reporting requirement is already available to the public by virtue of AT&T's segment reporting of its broadband operations.

If the Division has any questions concerning this request or requires any additional information, please contact the undersigned at (650) 752-2022. A copy of this letter has been e-mailed to cfletters@sec.gov in compliance with the instructions found at the Commission's web site and in lieu of our providing seven additional copies of this letter pursuant to Release No. 33-6269 (December 5, 1980).

Very truly yours,

/s/ Bruce Dallas

Bruce K. Dallas

cc: Barry N. Summer, Securities and Exchange Commission Carol McGee, Securities and Exchange Commission Arthur R. Block, AT&T Comcast Corporation Stephanie J. Seligman, Esq., Wachtell, Lipton, Rosen & Katz

Endnotes

AT&T and Comcast agreed on November 13, 2002, to change the name of AT&T Comcast Corporation to "Comcast Corporation" and the name of Comcast Corporation to "Comcast Holdings Corporation" effective upon consummation of the AT&T Comcast transaction. To avoid confusion, we refer to these companies by their original names.

See below for a discussion of why it is not currently anticipated that either Comcast's or Continental's notes will be part of the cross-guarantee structure.

While Comcast Cable is currently a reporting company, each of MediaOne, TCI and Continental provided the certification required by Rule 12h-3 and ceased being reporting companies. See MediaOne's Forms 15 (File No. 1-8611) dated June 15, 2000 and June 19, 1998; TCI's Forms 15 (File No. 0-5550) dated March 10, 1999, August 5, 1994 and April 25, 1994; and Continental's Form 15 (File No. 33-57471) dated May 9, 1997 and Form 15 (File No. 002-73738) dated January 12, 1994.

General Instruction A.1(a) to Form S-8. Former employees of Comcast, AT&T, Broadband and their subsidiaries who are continuing participants in the Existing Plans, such as retired or disabled employees who have post-termination rights to exercise stock options or other awards under certain Existing Plans for up to the remainder of the original term of the awards, will be afforded the same opportunity under the AT&T Comcast Plans to exercise employee stock options or other awards as is permitted under the terms of the Existing Plans. Pursuant to General Instruction A.1(a)(3), such persons are within the Form S-8 definition of employees, and references herein to "employees" include these persons. In addition, pursuant to General Instruction A.1(a)(1), the definition of employee includes directors, officers and consultants, and references herein to "employees" include these persons.

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Modified: 12/04/2002