FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * COHEN DAVID L   2. Issuer Name and Ticker or Trading Symbol COMCAST CORP [CMCSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) COMCAST CORPORATION, 1500 MARKET STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2008 (Street) PHILADELPHIA, PA 19102 4. If Amendment, Date 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 (City) (State) (Zip) 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 Class A Common Stock (1) 03/09/2008   M   67,500 A $ 0 90,490.4988 D   Class A Common Stock (2) 03/09/2008   F   26,132 D $ 19.67 64,358.4988 D   Class A Common Stock (1) 03/10/2008   M   21,038 A $ 0 85,396.4988 D   Class A Common Stock (2) 03/10/2008   F   9,214 D $ 19.39 76,182.4988 D   Class A Special Common Stock (3) 01/02/2008   M   7,500 A $ 0 8,291.203 D   Class A Special Common Stock (2) 01/02/2008   F   2,421 D $ 17.66 5,870.203 D   Class A Common Stock               37,966 I By GRAT Class A Special Common Stock               19,665 I By GRAT

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Restricted Shares

(4)

01/02/2008

M

7,500

(5)

(5)

Class A Special Common Stock

7,500

$ 0

0

D

Restricted Stock Units

(6)

03/09/2008

M

67,500

(7)

(7)

Class A Common Stock

67,500

$ 0

60,000

D

Restricted Stock Units

(6)

03/10/2008

M

21,038

04/10/2007(8)

(8)

Class A Common Stock

21,038

$ 0

98,175

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COHEN DAVID L COMCAST CORPORATION 1500 MARKET STREET PHILADELPHIA, PA 19102			Executive Vice President

Signatures

By: Arthur R. Block, Attorney-in-fact for David L. Cohen		03/11/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares acquired on the vesting of restricted stock units.
(2)	Shares withheld for payment of tax liability.
(3)	Shares acquired on the vesting of restricted shares.
(4)	Each restricted share represents a contigent right to receive one share of Class A Special Common Stock.
(5)	On 7/1/02, the Reporting Person was granted 20,000 restricted shares of Class A Special Common Stock, which vested in four equal annual installments beginning 1/2/03 and had previously been reported as shares of Class A Special Common Stock directly owned on Table I of Form 4. As a result of a recent amendment to the plan pursuant to which the grant was issued, the 10,000 unvested restricted shares may now be paid in cash or in shares at the election of the Reporting Person, and therefore should now be reported on Table II.
(6)	Each restricted stock unit represents a contigent right to receive one share of Class A Common Stock.
(7)	The restricted stock units vest in installments of 15%, 15%, 15%, 15% and 40% on the 1st, 2nd, 3rd, 4th and 5th anniversaries of the date of grant (March 9, 2004), respectively.
(8)	The restricted stock units vest in installments of 15%, 15%, 15%, 15% and 40% on the 13th-month, 2nd, 3rd, 4th and 5th anniversaries of the date of grant (March 10, 2006), respectively.

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