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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

                               Date: May 6, 2002


     The following transcript transcribes a meeting held by Comcast Corporation
at Banc of America Securities' Growth Telecommunications, Media & Entertainment
Conference on May 1, 2002:


Doug Shapiro: I am very honored to present Comcast Corporation. Obviously it
seems to be the largest MSO in the country by a large margin and an owner of
numerous content assets, including home shopping juggernaught QVC. Amongst
cable operators, Comcast is distinguished by a number of things. One of which
is the healthiest balance sheet in the industry and also it is the first
company to definitively turn free cash flow positive from the cable business.
Although I guess that will revert back to free cash negative after the AT&T
deal closes, at least temporarily. In addition, you may have seen the Company
reports first quarter earnings this morning, punctuated by extreme strong
revenue and cash flow growth, $200 million plus dollars of free cash flow from
the business, I guess. But $100 million of that is from cable or so, right? And
the Company also announced that it is secured over $12 billion in credit
facilities overfunding it for the pending close of the AT&T deal. Stock
obviously continues to be overhung here by the pending merger. What we have
been saying to people for awhile though, especially at this price, is that
anyone who has the time horizon of more than a year should be buying it with
both hands at this kind of level. We continue to think that the cable stocks
are more guilty by association than anything else. As I said, honored on a
couple of fronts, one that they made the time the day of the reporting, but
also secondly that we are joined by Comcast President Brian Roberts. He decided
to be one of the more eloquent spokesman of the industry, apparently can clean
your clock on a squash court. And I guess he can also speak eloquently while he
is cleaning your clock. In addition besides Brian, we have the entire cast of
characters here. (Inaudible)




Ralph Roberts is here, Julian Brodsky is in the audience someplace and we also
have John Alchin and Marlene Dooner. So that is a brief intro.

Brian Roberts: It is not true about squash, but thank you for that nice
introduction. We are excited to be here today because of being able to give
some new information if for nothing else. For those of us who get to go and do
these conferences from time to time, today is perfect timing and thank you for
arranging that Doug. But we did an hour or so ago have our conference call with
investors reporting on the first quarter.

So let me begin by just saying how excited we are to talk about the first
quarter operating results. You can see here on a pure apples to apples basis,
and that is the only thing is the timing of the acquisitions being adjusted
for, we had 12 percent consolidated revenue growth and 18 percent consolidated
cash flow growth in all 3 of our business segments. And as you look at cable
with 13 1/2 percent operating cash flow growth, this is the best quarter we
have had in the last 5 years. We are confidant that this trend is going to
continue and that we are going to have sunny skies, if you will, as we look
forward to the rest of the year. What I will spend most of my time talking
about is the cable business and our view of its business prospects.

So let me just start quickly then and deal with QVC and content right up front.
QVC with another 11 percent cash flow growth quarter, double digit both revenue
and cash flow continues to amaze all of us. Led by Doug Briggs as Chief
Executive Officer, they basically have an unblemished record that today they
are selling so many different





array of products. In December, as some of you know, we sold $65 million of a
Dell computer in one day on QVC. Michael Dell was so excited by these results,
called me up personally and asked could he get back on. Flew in himself on a
Saturday to sell some more and sold another $18 million in January or 8000
units in one day. And that is just not even conceivable a few years ago to get
that level of attention for selling on QVC. But then just this Sunday, they
changed the entire channel into the Food network for one day and Emeril came on
with a special product of the day and sold the entire inventory of Emeril pots
and pans out and we sold $17 million worth of food and food stuff in one day.
And so the ability to change your store to what is relevant at the moment, to
create an event and enthusiasm now around the world. Germany, we reported today
for the first time ever has reached cash flow positive. Germany is in over 20
some million homes, QVC-Germany, which goes along with its sister channel
QVC-UK, which is also in the black. QVC-Japan completed its first year of
operations and is ahead of schedule. So as we look at the power of this
worldwide franchise and then we layer in QVC.com, which is now accounting for
close to 10 percent of all sales and is allowing it easier for people to up
sell and buy more than one product at a time. Again, we are just thrilled with
the financial and the operating characteristics of QVC.

In the Content division, E! Entertainment, Outdoor Life, Golf Channel and our
sports businesses, we had 33 percent cash flow growth. Even in an advertising
environment all the networks powered forward both in subscriptions and in
advertising revenues. And in the case of really all the networks the ratings
have a positive bright spot. We have very definable niches, particularly Golf
and E!. E! had the biggest one day in





history at this year's Academy Awards, some 3.8 million viewers. They changed
the whole look of the channel in anticipation of that, which is their branding
campaign. They have Robert Altman doing the branding spots with actors such as
Dustin Hoffman for virtually no money. People want to be associated with E! in
Hollywood. They are going back to their roots. Their ratings are doing well and
the business grew nicely in the quarter.

And so as we look at now the rest of the cable business, I just again think
that as I think about AT&T Broadband and Comcast coming together, it is
creating more application for QVC and more content opportunities. With this
track record and the ability to incubate value that strategy I cannot wait to
get started when we have 22 million homes.

But let's now talk about the business, the Core business. As you know we
completed 95 percent of our rebuild last year. In 95 percent of all Comcast
systems now offer the new products and have the full 2 way capability. And we
have since inception reached 3.6 million new products defined as digital and
modem. Since launching the new product initiative. We added 1.3 million new
products just in the last 12 months alone. And when we sat and made the
forecast for what this year would bring, we did so in sort of October. Right
after September 11th, right in a down market knowing that @Home was probably
going bankrupt and I think we probably were a little too cautious in our
prognostication for what this year would bring and if the first quarter is any
judge, we are pretty excited. So you can see that once you make the investment,
you then are





able to sell subscriptions to new products that are averaging between $10 and
$40 a month, whether it is digital or modems. And what we are now about in the
technology side of the company is enhancing each one of those products so that
there is a lot more growth in the years ahead. At the same time, we are able to
finally reach the free cash flow, as Doug mentioned, and again, a lot of
estimates (Inaudible) we are going to have between $800 and $1 billion in free
cash flow this year alone. And that is what allowed us to have the confidence
to double the investment or triple the investment in broadband with the AT&T
acquisition, because we are now able to do to their business what we have done
to our own.

So let's drill in a little bit to Comcast. Digital, we added 200 thousand net
ads in the first quarter, taking us to over, slightly over $2.5 million boxes.
In 20 percent of our markets we now have over 35 percent penetration in digital
and yet the growth rate continues to be at the same pace as all the other
systems in the Company. But what is probably most exciting is the average
revenue per digital box has actually increased in the last quarter and
increased since this time last year. Many times when you start to feel your
hitting a penetration wall, the discounting starts and the revenue shrinks. Not
so with digital. That is because of really 2 basic factors. One, we keep adding
content and layers of digital. We have an expended digital or Digital Plus. And
we have new channels that compliment what used to be Digital Only or now
Digital Lite or Digital Classic, whatever we call it, in different systems. But
at the same time we have gotten more sophisticated in our call centers and 40
percent of all new customer signups are taking digital. And we paid bonuses to
every employee. And we track on a weekly





basis the DSI, the Digital Sell-in Rate and it is now over 40 percent and each
call center is judged not just on how fast you answer the phone and how good
the satisfaction is, but what is your DSI. And now we have added our OSI or
High-Speed online product and we are over 10 percent there. So I think our
management team really is focused on not just using the call centers to run a
better business in a competitive market, but to sell products by digital.

From a technology standpoint, we really believe we now have the platform to
drive the next reason for people to buy digital. We have reached a pretty good
saturation of the paid television households. And we now want to go after the
2/3 of the market that do not take paid television. And we think the driver for
that will be Video on Demand, in addition to the just outright possibilities of
Video on Demand. So what we are going to do is take the 3 million home
footprint and by putting more servers out, about $75 million worth of servers
in this year's budget, we will double that footprint to $6 million. And then
really rollout beginning this summer in one market and then more aggressively
by the end of the year. A vision of Video on Demand, which I think is beginning
to articulate itself, at least in my mind, into 3 buckets. Impulse, which is
what we have all be talking about for years, which is Movies on Demand. We will
announce and have announced 2 studios and I think you will see more 2 studios
in the next 2 weeks where we finally have reached VOD agreement. What is
dramatic about those is they will set a template that allows the studio to
decide movie by movie over the next several years do they want to move the
window back closer to home video or in some cases even ahead of home video or
leave where it is today at 60 or 90 days later. And





the script will evolve the way they do in the box office with movie companies
where the first week they play a movie, the movie company makes more than the
eighth week the movie is playing. So they incent the theater owner to keep it
around longer. Well we are kind of taking that model and flipping it on its ear
and saying we'll incent to give us a better window to take advantage of this
product. And if you think movies, it is obviously also a big event. The first
bucket, if any time you push the button up comes the product and bing you get
charged.

The second bucket is subscription. And we have talked about this the last year,
so the most obvious best example I think is Home Box Office where when you push
the button your given an array of opportunities. So you can have any show on
HBO or any movie on HBO now or Sex in the City or Sopranos, any episode in the
last 2 years or maybe you get Sunday night's episode on Saturday night.
Whatever it is it will be content that is not quite as strong as a first run
movie, but allows you to want to say, "I will pay a little extra for HBO Plus
to get all the features and benefits of this technology."

But what has me particularly most excited is the third bucket is a free bucket,
free in quotes. What we are thinking there is to reach out to the content
companies, which we are now successfully doing and the broadcasters and saying,
"Look, let's think back to the Internet in the early days. Everybody gave away
free content and where people have paid $0.10 to click through each web site,
nobody would be surfing they way they are today." I mean cell phones, when it
used to be $0.10 a minute you used them a lot less. But now that is 1500
minutes and I know I cannot use all those minutes, I use the





phone more freely and is certainly that is the case on the Internet and
surfing. But where the Internet fell short is they could not get people to go
subscription or go to impulse and have a real business model right out of the
get go. So what we are trying to do is offer the array of all 3. In the Free
category we go to action news in Philadelphia, which comes on at 6:00 or 6:30
and you say, "You do not have another show on until 11:00." Why not between
6:00 and 11:00 give anyone access to action news. You made all that show, you
wanted to cum up your rating, why don't you replay your advertising spot. Why
don't you tune in for channel 6, whatever you want to do? We will make the
space available and give the consumer access to your show again for free. That
is good for your network, good for your ratings, good for your advertisers.
What is wrong with that? Let's go to biography. Well they only get a
point-blank rating, whatever it is. Why don't we take your 10 best episodes
that you choose and get people to get used to watching biography and you can
run commercials and biographies at 9:00 p.m., tune in to A&E. Or biography
channel is available on channel number such and such in digital. Discovery
channel documentaries and we going to create genres, a programming kid sports.
The 76ers have a game tonight. You can rebroadcast that game anytime somebody
wants it on VOD until the next game. In the playoffs that does not quite work,
but during the year that is what the rights allow us to do, high definition
television. The Masters is on. Would you like to just pull up that in High Def
even if you do not have a full high def package? So I am not sure how each
company will look at that opportunity, but we are going to reach out and say,
"Why don't you use it as an up sell for your network, an opportunity for people
to click and get used to clicking and it does not cost them anything. And then
as you choose to later on sell





subscriptions or impulse, we change the buying behavior and people of course
love to get what they want when they want it. Every one of the 2 1/2 million
digital boxes we have put in people's homes can do this technology. We do not
have to go back in your house. We do not have to give you a new remote control,
nothing changes. As you can tell, I am very excited. Cannot wait to get on with
the test. We are going to say to QVC, why don't you take the best product, let
that be on impulse. There is something for everybody in that model. By the way,
AT&T Comcast will be a $3 1/2 billion consumer of content from the variety of
content companies. In the midst of finding win/win relationships, I suspect we
will be able to find a way to not only get content now for digital, but also get
content for VOD.

As we look at high definition television, we think - well that is another
reason to get a digital box. So we have now launched or announced that we are
launching High Def in our top 6 cities, including Washington, Baltimore,
Maryland, Virginia, Philadelphia, Detroit and others and we intend to have
major networks, public broadcasting. But we have also said we are going to try
to be the leader in sports on High Def that are local. So we are taking are 2
Comcast Sportsnets and we are going to product about 200 games a year next year
in Washington and Philadelphia and make them available for people with High Def
sets. As a for instance and then pay a subscription to get High Def HBO or High
Def package of programming. We have thousand test boxes in Philadelphia. They
run 1 newspaper story and all thousand boxes were gone within a month. There is
a pent up demand with people buying flat screen TVs and for nothing





else for DVDs. But we cannot surrender High Def to satellite and I think I am
happy with our position there.

That leads us into modems and high speed Internet. Once again we are seeing
terrific take rates. We had a Herculean job to get everybody off of @Home in 30
days, 1 million customers transitioned to a network we have never run before. We
had well publicized problems in one market in North Jersey. But they were a
little over publicized and we're very appreciative of The New York Times
reporter that ran a mea culpa with the title of his article that said, "All my
problems with my high speed conversion were mine not Comcast." But nonetheless
it is all behind us. We now have a network that for the last 30 days has been
more stable than the @Home network that it proceeded and it was pretty stable at
the end. We have way brought down the call volume and when we started in January
we were adding 5,000 modems a week, because all of our attention was on the
conversion. The rest of the quarter was around 8,000 and the last couple weeks
have been 10,000. I am very encouraged by the trend in April and for the end of
March that suggest that we are still on a growth spurt with high speed. Now one
of the things that has us so excited about high speed internet is the ability to
now tier the product on our own network and to offer levels of service and
multiple ISPs. And so as you think about the future, one thing we are focused on
is how to constantly keep the ARPU move in the right direction. We basically had
a 10 percent increase in ARPU over the last year for high-speed data. A few
years ago we all probably would have predicted that modem and access was going
down the other way. We will probably create a product





that is lower cost for lower speed and we will probably create a product that
is higher cost and higher speed. And that is the beauty of the new DOCSIS 1.1
modem, which allows us to have tiered level of services, controlled bandwidth
and eventually bandwidth on demand. High speed data margins because we are no
longer paying @Home 35 percent of revenue have gone from 10 to 15 percent to 25
percent in the first quarter and we think we can improve that from here on out.
So we are very excited when we announced Earthlink for AT&T and Juno for
Comcast, multiple ISPs. We now have the power of a whole other marketing
organization basically selling our product with their front end and we think in
the competitive space that we are in, the more people that can market our
product the better, so long as the business terms are win/win. And that is why
we are very supportive of multiple ISP world without government intervention.

Finally, I just want to talk a little bit about how AT&T Comcast takes all these
opportunities that I have just described, how we are executing on them today,
and powers them up. First of all, AT&T Broadband has significantly lower
margins. We were disappointed, subscriber growth went backwards. But we really
do not see any long-term reason that a sub is not a sub, which is the basis by
which we made our bid. Our proposal was the value of our (Inaudible)
subscribers equals the vale of theirs and they probably have about a 4 percent
or 5 percent premium for the terrific clusters. And as we look the long term,
the management of AT&T Broadband that has come in, they are doing a fine job of
flushing out some of the problems and doing what they have to do to begin the
cleanup process. But frankly they are 6 people and they have gotten off to a
good start. When we bring in 250 at Comcast to focus on not 12 million subs,





but 1 to 2 million subs broken into small geographies, we really do believe we
can accelerate AT&T's results to look more like Comcast. But then as you think
about other content opportunities like I talked about in the beginning and how
well they are going or national advertising since we will have 8 out of the top
10 DMAs or new technologies like VOD and OCAP and other things to accelerate
cable's new products. We really believe still and more now than ever that this
was the right move for our company. We cannot wait to get closed and get
started. But we think there has been a lack of patience, understandable as we
have said. People invest for less than a year. But our results today should
say, "We can get to the promised land - free cash flow and new product growth."

With that let me continue the presentation and turn it over to John Alchin.

John Alchin: Thanks a lot Brian. Well with the backdrop of those sort of
outstanding operating results for the quarter and the outlook for Comcast for
the rest of the year and the 2 companies on a merged basis, after we go through
the closing in the fourth quarter this year, let me just take a quick snapshot
of the financial footing on which we have the Company as it stands today and
the merged company as it will exist after the merger is closed. I want to open
up with just a brief comment on what the eyes of some viewers is probably an
over reaction in the marketplace to some concerns that are being very very
legitimate in some cases. But the message I want to leave with you this
afternoon is that in the case of Comcast there are no such concerns when it
comes to our own financial footing and the agreements that we have behind that
footing. If





you look at the debt agreements that we have in place today, they are no rating
triggers that give investors any put rights whatsoever. It is a clean deal. We
have in bank deals covenant situations that we can comfortably meet. We have a
long way to go before we are anywhere any of those, so very very comfortable
compliance. We have long maturities in all of those debt agreements, so there
is nothing near term that has to be dealt with that will not be dealt with
comfortably out of funding that we are generating. And as Doug mentioned in the
introduction, we are generating free cash flows, so we do all of this out of
internally generated funds. Secondly there has been a lot of concern about
commercial paper. There are no concerns at Comcast about our commercial paper
program. We are an issuer of commercial paper today, but we keep a very very
small prudently sized program, usually under $500 million, quite often as it
is at the moment under $400 million. So absolutely no rollover risk with that.
In fact if you want to go one step further into another level of concerns that
are being talked about is the issue of loans to officers of the corporation,
loans to family holding companies, no exposure to any of those situations.
Material off balance sheet debt, there is no material off balance sheet debt.
The only off balance sheet debt we have is an affiliate that shows a $200
million performance guarantee that can be satisfied with the investment of
about $75 million to complete release of the guarantee that is behind that. And
absolutely no unusual capitalization policies, all industry standard GAAP
standard.

Moving on then to the funding that is needed to close this transaction. As we
announced on our call this morning for the first quarter, we now have in place
new





funding in the amount of $12.8 billion, which when added to the existing
available lines of credit gives us about $17 billion, just north of $17
billion, of availability to close what looks like a funding requirement that
could be anywhere from $11 billion to $14 billion. So at a very minimum we have
$3 billion of incremental availability and that takes into account, (Inaudible)
availability takes into account all near term maturities for about an 18 month
period after we close the transaction. It also takes into account the fact that
as Doug said in the introduction in the first of year of ownership the new
merged company will not be free cash flow positive. But as Brian mentioned,
Comcast on a standalone basis will be generating anywhere from $800 million to
a $1B of free cash flow.

Moving on then to our commitment to de-leverage the entity that will be in
place at time of closing. We have a number of vehicles and options available to
us to make sure that that de-leveraging takes place. We are absolutely
unequivocally committed to our investment grade rating. And pocket by pocket we
show you here on this slide how we come down from an opening amount that will
be about $30 billion, net of $5 billion of quarterly interest bearing
preferreds that are issued to Microsoft. That will be converted to 115 million
shares of AT&T Comcast. We have about $700 million in cash that will be derived
from the sale recently of systems with about 300 thousand subscribers, another
$1.7 billion of assets on our balance sheet. So we have said all the way along
these are shares of AT&T and Sprint PCS that are available for sale and will be
monitized. And then within a 3 year timeframe or if not well before that there
is the incremental opportunity to monitize the TWE asset, an asset that we have
said again categorically





is not strategically aligned with us or with the new merged entity. So you have
essentially a credit that rapidly improves from less than 5 times debt to cash
flow down to about 3 times debt to cash flow, just below where we are today.
And again the operating matrix that is required to do this, we have shown this
slide before. If you take any view of the opportunity on operating margins,
whether we go to a 36 percent margin from where AT&T is today or an industry
level of 42 percent, more inline with there the industry might be as a whole.
There is an opportunity between 1 1/2 to 2 billion in just margin improvement.
You add to that number the opportunity that exists because we will not need 2
treasury departments, IR departments, accounting departments, legal
departments, purchasing departments. These synergies that grow from all of
putting these 2 organizations together, we see another opportunity of between
$1 to $2 billion. So we do not need to go anywhere near those numbers to
achieve a 20 percent rate of cash flow growth. This is not under any
circumstances meant to be guidance in any way shape or form. We can probably do
significantly better than this. But all this says is if we go from a 26 percent
operating margin, which may exist at AT&T Broadband by the end of 2002, as we
go into that year, up to 36 percent at the end of 2005, so over a 3 year
timeframe. If we see synergies not in the $1 to $2 billion range that I just
described, but just $300 to $500 million, over that timeframe and if we
continue to grow our own cable business at 11 percent, well below the 12 to 14
percent that we have given as guidance for this year, well below the 13 1/2
percent that we generated in the first quarter of this year. Those metrics
alone produce operating cash flow growth exceeding 20 percent.





So in summation then, we are absolutely committed to our investment grade
rating. We will preserve that we are free cash flow generated today, over $212
million in the first quarter and we are un-equivocally committed to building
long term shareholder value. I think with that we open the floor to Q&A.

Doug Shapiro: What I would like to do is just take the first question or see if
I can quickly... The one thing you did not discuss in this presentation was
Voice. And it has been kind of controversial. I think there is some skepticism
about it generally which maybe shifting somewhat as the AT&T story hits, start
to get a little better and people start to take a look at Cox's results. The
question is as you get your arms around the heavy listing that AT&T has done to
get where they are today, how far ahead do you think that gets you in toward a
live scaled deployment, if you wanted to go that way? I think when you talk to
the AT&T guys they make it sound like they have something that is almost
turnkey. What do you think about that?

Brain Roberts: Well that was something that when we did due diligence that has
been AT&T's view that telephony has turned a corner and that they have... It is
an incremental business. Since there is no programming costs really it is like
data, the next customer should have a higher margin if you basically built the
entire network. They have switches in 8 of the 10 top cities Comcast is going to
operate in. And agreements to access those switches so there is reduced capital
burden. With all that said, all we are saying at this point is we are committed
to they story John Alchin just told. And if telephony can accelerate that story
terrific. If telephony is drag on that story, not so





terrific. And at the moment until we get in and get our chance to operate it it
is really hard to be more precise than to say it feels like we have a fabulous
potential asset to zero. Because if a sub is a sub there is no value
(Inaudible) telephony proposition. And I think in the one market that we picked
up from AT&T Broadband in MediaOne slot, the Detroit market, we inherited 12
thousand phone customers and over 2 years we slowed the growth rate, but it is
up to 25 thousand by the end of this year. It went form a negative $4 million
of EBITDA to a positive to 2 to a positive 4 this year with $4 million of
CAPEX, so a true a free cash flow break-even. And we are using IP technology
this year in the middle of the phone call to begin to get to our technological
vision, which is of a more digital type phone offering. So we are going to have
to wait to get more specific. But either way it goes it does not effect the
story John said and that is job 1.


(Cross talk)


Unidentified Speaker: Especially if it (Inaudible)...


(Cross Talk)


Unidentified Speaker: This equipment (Inaudible)..., we talked VOD and maybe
put your hat on looking at a couple of years, one of the biggest problems that
the industry faces is the detention in which programmers obviously over rising
programming costs. As you see more sub shifting on demand and maybe possibly
actually trying to disrupt





the broadcast model, do you think that shifts a leverage back to the
distributor that says to put a cap on some of these price increases... Does the
server become the next area of scarce shelf space?

Brian Roberts: Clearly there is scarce shelf space in the server, which is why
I think we are going to have, just as the Internet was sort of a brand new
territory and nobody wanted CNN.com, maybe it was not a profitable thing to do
in Internet, but it is really there to promote CNN and if I do not do it MSNBC
will. So there is some of that phycology is certainly going to help, because we
are making this offer to everybody and I think everybody wants to be part of
our trial. Long term I actually see it as another way to repurpose content that
is going to be good for the content companies and great for the cable
companies. Business has to be win/win. When it gets win/lose, you end up with
the Yankees. And it is just nobody wants to give and that is not what the
consumer wants. That is not the right answer. And I think this alleviates some
of the cost pressures. So we can continue to create new revenues for the cable
operator. That means we can continue to fund the kind of development and
programming costs that the programmers want to have in their business models.
And the more that we can make it better for the consumer the more likely it is
to get those revenues without any government intervention. So all of this seems
to work and be the kind of growth but most of all it begins to deal for us how
do we get 30 percent way higher on digital. What is the reason for somebody to
take a digital box if they do not have HBO and they do not get all the extra
movies? Digital basic is one reason, but VOD could very well be the driving
reason.





Unidentified Speaker: You better takes Bob's question now.


(Teleconference member is speaking in background and is inaudible.)


Brian Roberts: I am not going to answer much. I do not believe in publically
negotiating.


(Teleconference member is speaking in background and is inaudible.)


(Laughter)


Brian Roberts: Next question.


(Teleconference member is speaking in background and is inaudible.)


Brian Roberts: No they have asked us not to.  I am pretty confident we can say
otherwise, maybe announce it tomorrow.


(Teleconference member is speaking in background and is inaudible.)

Brian Roberts: Assuming there is no friction out of the video business and they
do not know that yet. We just want to make the option available. But remember
Mark that the idea is where as we all get focus - How many movies are you going
to sell? What is





the split? What is the revenue? We're actually beginning to think of it - You
know what, I just want you to get used it. I want you to like your digital. I do
not want you to churn. I want you to have a feature satellite does not have and
I want to give you a reason to buy digital whether you are a pay customer or not
and whether we get 50 percent of 40 percent for now for 2 years or 3 years does
not matter. But the studios have a huge revenue to protect and we have to
respect that.


(Teleconference member is speaking in background and is inaudible.)


Brian Roberts: We have barely been testing it and I do not known that I have a
specific answer. John have we said anything publically? I do not want to break
new ground here. We have not commercially launched in a VOD way. We have been
testing 5 different ideas with price point differentiations and things. Those
no question there is a higher take rate. But we believe, I was at a cocktail
party Saturday night, somebody said, "Every time you push the button I do not
want to pay $4.00. Other people say, "I cannot wait to live in that world. I
never want to go to a video store again." A lot of people like the experience.
They are used to going to video stores sort of social event. I do not think
that is what VOD is all about. We have sort of being saying it for awhile. It
is a technology enabler. It allows the consumer to control what they want when
they want it. And that is like is there we can give you that feature and not
have to charge you every time. That has then John C and others said let's go to
a subscription VOD. That really has not quite launched yet and we do not want
to pay a lot, so we have not made those deals yet. The concept is great, but it
is too expensive. That is what





happened to PVRs. It is a great idea, but for $10 a month no thanks. Would I
take it if you gave it to me for free? That is what is attracting us to this new
idea. Also there is so much content in television now. We offer something like
30 thousand hours a month on a typical 80 channel cable system. I one time tried
to figure it out. Think about it, a supermarket with 30 thousand things. So you
take the best 700, that is going to be very compelling if you are a programmer
to want to be there.


Doug Shapiro: Last question.


(Teleconference member is speaking in background and is inaudible.)


Brain Roberts: Well that is what is so great. I mean we spent $75 million last
year to put capital in place to do VOD. That got like 25 percent of our
footprint. And we are going to do another 35 percent this year for about the
same amount of money. But think about where technology is going. The cost of
storage, think of your own PC. And I said to our guys the other day, "For the
same amount of money in 2 years where do you think we will be on servers?" And
nobody is not a 2X. The question is are we 3X or 4X in terms of capacity? So we
picked an amount of money, right now $75 million. That is what we are going to
put in each year, but we do not have to do anything in your home. Every new
person whose VOD enabled enables themselves because they buy a digital box and
they pay us another $10.50 a month. For those that have seen presentation
steps, it is this step function that we said is what is so great about the
broadband network. I do not know any other industry - radio, broadcast,
telephone where you can





have this many new products getting developed off one network rebuild. And that
is what Cable Labs is working on. I spoke yesterday at the conference they had.
They are working on home networking. Right now 40 percent of the people that go
out to buy a home network never take it out of the box. It is too confusing to
hook it all up. Well we come in there we can hook up a provision all your PCs
and we can look and say your second one is working, your first one is not. That
is the power of the relationship we are having with consumers and I think that
is going to be our big strategic advantage in the end. Thank you all very much.















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