COMCAST CORP — Director's Dealing 2011

Mar 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMCAST CORP (CMCSA)
CIK: 0001166691
Period of Report: 2011-03-25

Reporting Person: BURKE STEPHEN B (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-27	Class A Common Stock	M	47250.0000	$0.0000	Acquired	411270.2230	Direct
2011-03-27	Class A Common Stock	F	21321.0000	$0.0000	Disposed	389949.2230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-25	Option to Purchase	$25.0200	A	676000.0000	Acquired	2021-03-24	Class A Common Stock (676000.0000)	Direct
2011-03-25	Restricted Stock Units	$0.0000	A	188100.0000	Acquired		Class A Common Stock (188100.0000)	Direct
2011-03-27	Restricted Stock Units	$0.0000	M	47250.0000	Disposed		Class A Common Stock (47250.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	11650.3240	Indirect

Footnotes

F1: The options were granted on March 25, 2011 and become exercisable as follows: 30% becomes exercisable on the 2nd anniversary of the date of grant; an additional 15% on each of the 3rd, 4th and 5th anniversaries of the date of grant; and an additional 5% on each of the 6th, 7th, 8th, 9th and 9.5th anniversaries of the date of grant.

F2: Each restricted stock unit represents a contigent right to receive one share of Class A Common Stock.

F3: 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 25, 2011), respectively.

F4: These restricted stock units vest on the transaction date.