TCI, Comcast Deny Rift

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Tele-Communications Inc. and Comcast Corp. executives
dismissed portions of a published report that said there was bad blood between the
companies as a result of Comcast's interest in the large block of TCI stock that
belonged to the late Bob Magness.

The Dec. 23 story in the New York Post said
'war has broken out' between Comcast president Brian Roberts and TCI chairman
and CEO John Malone over what Malone believed to be a move by Comcast and Microsoft Corp.
to buy the Magness stock.

This past June, Malone, allied with investment banks
Merrill Lynch & Co. and Lehman Bros., swung a deal with Magness-estate executors for
the banks to buy the shares for $529 million. According to the Post, the deal
overcame a last-minute offer from Comcast and Microsoft via investment bank Lazard Freres
& Co.

Former TCI chairman Magness' stock represents about 26
percent of voting power in the company. Kim and Gary Magness, the late chairman's
sons, have sued to overturn the stock sale.

The Post story further said Malone pulled the plug
on a planned deal to 'swap cable systems' with Comcast because of the situation.
The story quoted unnamed 'insiders.'

Malone himself was quoted in a Dec. 22 Advertising Age
article as being irked at Microsoft chairman Bill Gates' role in the matter:
'What angered me about it was the backdoor nature of the attempt. If Bill's
interested in our company, he should come in the front door.'

But in a written statement released Dec. 23, Roberts and
TCI president and chief operating officer Leo J. Hindery Jr. said the two companies
'have always worked in a spirit of cooperation and with the best interests of our
industry in mind.' They 'will continue to do so into the future,' the
statement added.

Further, the executives said the failure to complete a
planned combination of Philadelphia-area cable systems was due to TCI's inability to
swing a deal with Lenfest Communications Inc. That partnership between TCI and Gerry
Lenfest controls TCI's systems in that region, and TCI was unable to persuade Lenfest
to join the deal.

Their statement did not mention the Magness stock or
Microsoft.

Comcast insiders have told Multichannel News that
Comcast and Microsoft expressed interest at a time when it appeared that the stock might
fall into 'unfriendly hands,' possibly including News Corp. chairman Rupert
Murdoch. After it was clear that Malone had regained control of the stock, Comcast backed
off, those insiders said.

Comcast's role in a proposed purchase may have come to
light during a deposition taken from Malone just one week prior to the last hearing in an
Arapahoe County (Colo.) District Court, where the heirs are seeking to have the executors
to the estate removed.

Meanwhile, court documents revealed that lawyers for the
heirs had requested depositions from officials at New York-based Lazard Freres.

The request also involved any information involving the
Magness estate, including documents identifying a prospective buyer mentioned in a June 16
letter from the company to representatives for the estate, as well as documents describing
the financial 'ability of the purchasers to complete the proposed transaction, the
amount of the offering price and the basis for its determination.'

The lawsuit is scheduled to begin with a Feb. 2 hearing in
Denver.

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