SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Honickman Jeffrey A (Last) (First) (Middle) PEPSI COLA & NATIONAL BRAND BEVERAGES 8275 US ROUTE 130 (Street) PENNSAUKEN NJ 08110 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COMCAST CORP [ CMCSA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/19/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	12/19/2005		A		3,755		(2)	(2)	Class A Common Stock	3,755	$0	3,755	D

Explanation of Responses:

1. These securities convert on a one-to-one basis.

2. The reporting person elected to defer receipt of shares of Class A Common Stock granted to the reporting person, resulting in an acquisition of phantom shares. Phantom shares will be paid in cash or shares, at the election of the reporting person, and may be re-deferred at future dates.

Remarks:

	/s/ Honickman, Jeffrey A.	12/20/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                   Attachment 1

                               POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Arthur R. Block, David L. Cohen and Lawrence S. Smith, as the
undersigned's true and lawful attorneys-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as a reporting person pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder
of Comcast Corporation (the "Company"), Forms 3, 4 and 5 in accordance with
Section 16(a) of the Exchange Act;

     (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5 and timely file such form with the United States Securities and Exchange
Commission and stock exchange or similar authority; and

     (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of any of such attorneys-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by any of such
attorneys-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
any of such attorneys-in-fact may approve in the discretion of any of such
attorneys-in-fact.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that any of such
attorneys-in-fact, or the substitute or substitutes of any of such
attorneys-in-fact, shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 19th day of December, 2005

Signature:        /s/ Jeffrey A. Honickman
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Name:             Jeffrey A. Honickman
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