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

The Division will not object if AT&T Comcast does not file a quarterly report on Form 10-Q for the period ending September 30, 2002, provided no operations other than those described remain and all outstanding securities are held directly by AT&T and Comcast. Prior to filing its initial annual report on Form 10-K, 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. Upon consummation of the transaction, AT&T Comcast may rely on Rule 12g-3 to register its publicly-traded common stock by filing a Form 8-K and may consider the prior reporting history of AT&T to satisfy Rule 144(c)(1) public information requirements.

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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.

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