Roberts Brian L, et al. – ‘SC 13D/A’ on 5/7/99 re: Comcast Holdings Corp

As of:  Friday, 5/7/99   ·   Accession #:  950103-99-362   ·   File #:  5-13856

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           6     17K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

----------

SCHEDULE 13D
 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 (Amendment No. 9)

 COMCAST CORPORATION
(Name of Issuer)

 CLASS A COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)

----------

 200 30010 1
(CUSIP Number)

 DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, New York 10017
Attention: William L. Taylor, Esq.
Tel No.:
(212) 450-4000
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

 May 6, 1999
 (Date of Event Which Requires Filing of This Statement)

(Continued on following pages)

 (Page 1 of 6 Pages)

================================================================================

SC 13D/A
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1.      NAME OF REPORTING PERSON:           BRIAN L. ROBERTS                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:              

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                       
                                                                        (a)  [X]
                                                                        (b)  [ ]
3.      SEC USE ONLY                                                            

4.      SOURCE OF FUNDS* -- OO                                                  

5.      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                
PURSUANT TO ITEM 2(d) OR 2(e)  [ ]                              

6.      CITIZENSHIP OR PLACE OF ORGANIZATION -- U.S.A.                          

NUMBER OF SHARES     7.   SOLE VOTING POWER -- 9,583,993                
BENEFICIALLY       8.   SHARED VOTING POWER -- 1,356                
OWNED BY         9.   SOLE DISPOSITIVE POWER -- 9,583,993       
EACH           10.  SHARED DISPOSITIVE POWER -- 1,356       
REPORTING                                                       
PERSON WITH                                                       

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                   
PERSON -- 9,585,349                                             

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                  
CERTAIN SHARES  [ ]                                             

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- 23.8%             
   (treating 8,786,250 shares of convertible Class B Common Stock held
   by Sural Corporation as outstanding shares of Class A Common Stock)

14.     TYPE OF REPORTING PERSON* -- IN                                         

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           

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1.      NAME OF REPORTING PERSON:           SURAL CORPORATION                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:              

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                       
                                                                        (a)  [X]
                                                                        (b)  [ ]
3.      SEC USE ONLY                                                            

4.      SOURCE OF FUNDS* -- OO                                                  

5.      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                
PURSUANT TO ITEM 2(d) OR 2(e)  [ ]                              

6.      CITIZENSHIP OR PLACE OF ORGANIZATION -- DELAWARE                        

NUMBER OF SHARES     7.   SOLE VOTING POWER -- 9,581,288                
BENEFICIALLY       8.   SHARED VOTING POWER -- 0                    
OWNED BY         9.   SOLE DISPOSITIVE POWER -- 9,581,288       
EACH           10.  SHARED DISPOSITIVE POWER -- 0           
REPORTING                                                       
PERSON WITH                                                       

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                   
PERSON -- 9,581,288                                             

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                  
CERTAIN SHARES  [ ]                                             

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- 23.8%             
      (treating 8,786,250 shares of convertible Class B Common Stock held by
Sural Corporation as outstanding shares of Class A Common Stock)

14.     TYPE OF REPORTING PERSON* -- CO                                         

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           

SC 13D/A
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    The following information amends the Schedule 13D dated May 12, 1980, as
previously amended (as so amended, the "Schedule 13D").                         

  Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D.        

Item 4. Purpose of Transaction                                                  

The response set forth in Item 4 is supplemented by the following   
information:                                                                    

 "(a) On March 22, 1999, Comcast entered into an Agreement and Plan of
Merger (the "Merger Agreement") with MediaOne Group, Inc., a Delaware           
corporation ("MediaOne"), which provided for the merger (the "Merger") of       
MediaOne with and into Comcast. In connection with the Merger Agreement, Sural  
and Brian L. Roberts entered into a Voting Agreement (the "Voting Agreement")   
with MediaOne dated as of March 22, 1999, as described in Amendment No. 8 to    
this Schedule 13D, filed on March 24, 1999. The Merger Agreement was terminated 
by MediaOne on May 6, 1999. Pursuant to its terms, the Voting Agreement         
terminated upon the termination of the Merger Agreement.                        

(b) Neither Brian L. Roberts, Sural nor any executive officer or    
director of Sural has any present plans or proposals that relate to or would    
result in:                                                                      

          (i) the acquisition by any person of additional securities of Comcast,
or the disposition of securities of Comcast;                                    

  (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Comcast or any of its subsidiaries;    

         (iii) a sale or transfer of a material amount of assets of Comcast or
any of its subsidiaries;                                                        

      (iv) any change in the present board of directors or management of
Comcast, including any plans or proposals to change the number or term of       
directors or to fill any existing vacancies on the board;                       

     (v) any material change in the present capitalization or dividend
policy of Comcast;                                                              

     (vi) any other material change in Comcast's business or corporate
structure;                                                                      

(vii) any change in Comcast's charter, bylaws or instruments
corresponding thereto or other action which may impede the acquisition of       
control of Comcast by any person;                                               

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         (viii) causing a class of securities of Comcast to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an    
inter-dealer quotation system of a registered national securities association;  

      (ix) a class of equity securities of Comcast becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

   (x) any action similar to those enumerated in (i) - (ix) above.

 Notwithstanding the foregoing, the parties filing this statement, and
the executive officers and directors of Sural, reserve the right to attempt to  
effectuate any such transaction or transactions in the future."                 

Item 6. Contracts, Arrangements, Understandings or Relationships with           
Respect to Securities of the Issuer                             

None.                                                               

SC 13D/A
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SIGNATURES  

  After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated: May 7, 1999                                                              

                            /s/ Brian L. Roberts
                                  ------------------------------
                          Name: Brian L. Roberts

                     SURAL CORPORATION

                            By:  /s/ Arthur R. Block
                                     ---------------------------
                               Name: Arthur R. Block
                            Title:   Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/7/99		6					DEFR14A
		5/6/99		1		4			8-K,  DEFR14A
		3/24/99		4					8-K,  SC 13D/A
		3/22/99		4					8-K
									List all Filings