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 * BURKE STEPHEN B   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) COO & Executive Vice President (Last) (First) (Middle) COMCAST CORPORATION, ONE COMCAST CENTER 3. Date of Earliest Transaction (Month/Day/Year) 05/22/2008 (Street) PHILADELPHIA, PA 19103 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 Special Common Stock (1) 05/22/2008   M   8,655 A $ 11.5521 155,994.5159 D   Class A Special Common Stock (1) 05/22/2008   M   291,345 A $ 11.3921 447,339.5159 D   Class A Special Common Stock (2) 05/22/2008   F   211,581 D $ 21.87 235,758.5159 D   Class A Special Common Stock 05/23/2008   S   180,000 D $ 21.6706 (3) 55,758.5159 D   Class A Special Common Stock               34,607.881 I By 401(k)

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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

Option to Purchase

$ 11.5521

05/22/2008

M

8,655

(4)

06/03/2008

Class A Special Common Stock

8,655

$ 0

0

D

Option to Purchase

$ 11.3921

05/22/2008

M

291,345

(4)

06/03/2008

Class A Special Common Stock

291,345

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BURKE STEPHEN B COMCAST CORPORATION ONE COMCAST CENTER PHILADELPHIA, PA 19103			COO & Executive Vice President

Signatures

/s/ Burke, Stephen B.		05/27/2008
**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 upon exercise of options.
(2)	Shares delivered for payment of option exercise price and tax liability.
(3)	These shares were all sold on May 23, 2008 at prices ranging from $21.60 to $21.80 per share.
(4)	This option is immediately exercisable.

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