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                               Filed by Comcast Corporation Pursuant to Rule 425
                               under the Securities Act of 1933 and deemed filed
                               pursuant to Rule 14a-12 under the Securities
                               Exchange Act of 1934

                               Subject Company: AT&T Comcast Corporation
                               Commission File No. 333-82460



     The following slide presentation was shown at Banc of America Securities'
Growth Telecommunications, Media & Entertainment Conference on May 1, 2002:


                   Banc of America Securities Growth Telecom
                       Media & Entertainment Conference


                               [GRAPHIC OMITTED]


May 1, 2002


                                                   comcast(R)

Safe Harbor Caution Concerning Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify those so-called "forward-looking statements" by words such as"may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of those words and other comparable words. Comcast Corporation ("Comcast") wishes to take advantage of the"safe harbor" provided for by the Private Securities Litigation Reform Act of 1995 and you are cautioned that actual events or results may differ materially from the expectations expressed in such forward-looking statements as a result of various factors, including risks and uncertainties, many of which are beyond the control of Comcast. Factors that could cause actual results to differ materially include, but are not limited to (1) the effects of legislative and regulatory changes; (2) the potential for increased competition; (3) technological changes; (4) the need to generate substantial growth in the subscriber base by successfully launching, marketing and providing services in identified markets; (5) pricing pressures which could affect demand for Comcast's services; (6) Comcast's ability to expand its distribution; (7) changes in labor, programming, equipment and capital costs; (8) Comcast's continued ability to create or acquire programming and products that customers will find attractive; (9) future acquisitions, strategic partnerships and divestitures; (10) general business and economic conditions; (11) other risks described from time to time in Comcast's periodic reports filed with the Securities and Exchange Commission; and (12) with respect to statements relating to the proposed combination of Comcast and AT&T Broadband, factors that could cause actual results of the combined businesses of Comcast and AT&T Broadband to differ materially from expected results for such businesses, including failure to integrate the businesses successfully or to achieve the expected combination benefits. Banc of America comcast(R) May 1, 2002

comcast(R) Brian L. Roberts President

Leveraging an Upgraded Network - --> Strong Demand for New Services comcast(R) High-Speed Internet comcast(R) digital cable - --> Double-Digit OCF Growth o 10% in 2000 o 12% in 2001 o 12-14% in 2002E - --> Significant Free Cash Flow o Consolidated: $800 million - $1.0 billion in 2002E Upgraded Network + New Services + Double-Digit OCF Growth = Significant Free Cash Flow Generation Banc of America comcast(R) May 1, 2002

1Q02: Strong Operating Performance 1Q01 1Q02 1Q01 1Q02 ---- ---- ---- ---- Cable 526.3 597.5 QVC 172.7 192.3 Content [Omitted graph depicts a 33% increase in (13% Increase) (11% Increase) content from 1Q01 to 1Q02] Revenue Growth: 12% Consolidated Consolidated OCF Growth: 18% Note: Pro Forma Results Banc of America comcast(R) May 1, 2002

comcast(R) digital cable Subscriptions (000s) Penetration 3MM*+ 40% 3,500 35% 1Q02 Net Adds: 200,000 3,000 2.54MM 30% 2,500 2.33MM 25% 2,000 1.35MM 20% 1,500 15% 1,000 10% 500 515K 5% 0 78K 0% YE98 YE99 YE00 YE01 1Q02 YE02E *2002 Guidance: 600-700,000 net additions Banc of America comcast(R) May 1, 2002

Banc of America comcast(R) May 1, 2002

Building on the Digital Platform Video-On-Demand o Drive Digital Penetration o Competitive Differentiation o Today: 3 Million VOD-Ready Homes in 19 Markets o YE02: 5-6 Million VOD-Ready Homes Banc of America comcast(R) May 1, 2002

VOD...More Than Movies Movies + Time Shifted Programming | | | | ---------------- ---------------------------------- Impulse Subscription | Free | | | | HBO "Best of" Showtime Cable and STARZ! Broadcasting [GRAPHIC OMITTED] Banc of America comcast(R) May 1, 2002

Building on the Digital Platform High-Definition Television o Today: Available to 1.3MM Customers in Philadelphia and New Jersey o YE 2002: Expand Offering in Mid- Atlantic Super Cluster and to Other Key Markets o Programming: ABC, NBC, HBO, and Showtime o 2003: Comcast SportsNet [GRAPHIC OMITTED] Banc of America comcast(R) May 1, 2002

comcast(R) High-Speed Internet Subscriptions (000s) Penetration 1,600 14% 1Q02 Net Adds: 200,000 1.44MM*+ 1,400 12% 1,200 1.04MM 10% 948K 1,000 8% 800 6% 600 4% 400 400K 2% 200 142K 51K 0 0% YE98 YE99 YE00 YE01 1Q02 YE02E *2002 Guidance: 400-500,000 net additions Banc of America comcast(R) May 1, 2002

comcast(R) High-Speed Internet o Completed Transition to Comcast Network o 1Q02 ARPU of $40 o Significant Cash Flow Improvement o Designed to Support Multiple ISPs and Tiered Services o First ISP Deal: Juno and NetZero [GRAPHIC OMITTED] Banc of America comcast(R) May 1, 2002

AT&T comcast(R) CORPORATION A Powerful Platform for Growth o Margin Improvement/Operating Efficiencies o Other Value Creation Opportunities o Content o National Advertising o Technology Unlimited Opportunity Banc of America comcast(R) May 1, 2002

comcast(R) John R. Alchin Executive Vice President and Treasurer

Financial Reputation Fully Reviewed Comcast 10-K in Connection with the Filing of Merger Proxy o No Ratings Triggers o No Commercial Paper Issuance Concerns o No Material Off-Balance Sheet Debt - $200MM Performance Guarantee of an Affiliate Fully Disclosed o No Unusual Capitalization Policies NO NONSENSE Banc of America comcast(R) May 1, 2002

AT&T comcast(R) CORPORATION Merger Funding Update o $17 Billion of Bank Facilities o Funding Requirement at Closing: $11-$14 Billion o Includes Repayment of AT&T Intercompany Debt, Free Cash Flow Deficit and Other Near-Term Liquidity Needs for AT&T Comcast Banc of America comcast(R) May 1, 2002

Commitment to Deleveraging AT&T Comcast debt(1) o QUIPS conversion to equity ($ in Billions) represents a $5.0BN (face value) reduction in total debt and preferred QUIPS $5.0 $5.0 $2.4 o On April 5th, AT&T Broadband reached an agreement with Bresnan New Communications to sell 320,000 AT&T Comcast $6.5 subscribers in Montana, Wyoming and Borrowings $12.5 $10.1 Colorado for $735MM in cash $3.6 o An additional after-tax value of Existing $1.7BN in highly liquid assets will AT&T Bonds $8.4 $8.4 $8.4 also be immediately monetized o Within two years, AT&T Comcast Existing expects to monetize TWE ($6.5BN+, Comcast Debt $9.9 $9.9 $9.9 after-tax2) Rural Cable Estimated o Solid Investment Grade Profile System TWE value Sales/ (after-tax) Liquid Share Monetization 1 Net of AT&T Broadband Exchangeables and Comcast ZONES 2 Preliminary valuation for illustrative purposes based on Wall Street estimates Banc of America comcast(R) May 1, 2002

AT&T Broadband Comcast Industry Margins 36% 42% 1Q01 18 40 2Q01 23 41 AT&T Broadband Margin 20% 20% 3Q01 25 41 4Q01 23 41 --------------------------------------- 1Q02 20 41 Difference 16% 22% --------------------------------------- AT&T Broadband '01 Revenue(1) x $9.2B 1. Margin Improvement Annual EBITDA Impact: $1.4B - $2.0B 2. Operating Efficiencies Annual EBITDA Impact: $1.3B - $1.9B (1) Source: Company Press Release Banc of America comcast(R) May 1, 2002

AT&T comcast(R) CORPORATION 2003 2004 2005 ---- ---- ---- AT&T Broadband OCF Margin Improvement(1) 26% --------------> 36% Operating Synergies(1) (Millions) $300 $400 $500 Comcast Cable OCF Growth(1) 11% --------------> 11% OCF Growth Exceeding 20% (1) For illustrative Purposes Only. Not Indicative of Guidance. Banc of America comcast(R) May 1, 2002

AT&T comcast(R) CORPORATION Financially Strong and Positioned for Growth o Investment Grade Rating o Free Cash Flow Generation o Building Long Term Shareholder Value Unlimited Opportunity Banc of America comcast(R) May 1, 2002

comcast(R)