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Comcast Corp., the fourth largest U.S. cable provider, agreed Monday to acquire MediaOne Group Inc., the third biggest U.S. cable firm, in a $60 billion stock deal that would create a broadband communications firm.

The new company will have a capitalization of almost $97 billion and will hold global telecommunications, programming and Internet interests, said Comcast, the principal owner of electronic retailer QVC.

Philadelphia-based Comcast said in a statement Monday that each MediaOne shareholder would receive 1.1 shares of Comcast class A stock, or $80.16 a share based on Comcast's closing stock price on Friday of $70.13.

The deal represents a 32 percent premium to Englewood, Colo.-based MediaOne's closing stock price Friday of $60.75.

The combined company will serve 11 million cable customers with systems that pass over 18 million homes domestically and generate more than $8 billion in 1998 revenues on a pro forma basis, and it will have little net debt.

Upon completion of the deal, MediaOne shareholders will own about 64 percent of the equity of the combined company.

The boards of both companies have unanimously approved the deal. Comcast Chairman Ralph Roberts and Comcast President Brian Roberts will retain their positions in the combined firm. MediaOne Chairman and Chief Executive Chuck Lillis will serve as vice chairman.

The deal is expected to close by year-end. MediaOne has 45 days to accept a better proposal, subject to a payment of a $1.5 billion fee to Comcast, but it is prohibited from soliciting competing proposals.

"This transaction creates a company with a unique combination of high growth domestic and international broadband, programming and telephony businesses," Lillis said in a statement.

The merger comes days after the closing of AT&T Corp.'s $55 billion acquisition of cable television giant Tele-Communications Inc., which created a one-stop shop for phone service, Internet access and cable television.

The merger agreement is subject to the approvals of MediaOne and Comcast shareholders as well as approvals from federal and local regulatory authorities.

Salomon Smith Barney acted as financial adviser to Comcast, and Lehman Brothers Inc. acted as financial adviser to MediaOne.

Comcast officials were not immediately available for further comment early Monday.

The combined entity will serve 11 million cable customers with systems that pass over 18 million homes domestically. It will generate more than $8 billion in 1998 revenues on a pro forma basis, the company said.

Upon completion of the deal, MediaOne shareholders will own about 64 percent of the equity of the combined company, Comcast said in the statement.

The boards of both companies have unanimously approved the deal. Comcast Chairman Ralph Roberts and Comcast President Brian Roberts will retain their positions in the combined firm. MediaOne Chairman and Chief Executive Chuck Lillis will serve as vice chairman.

The deal is expected to close by year-end. MediaOne has 45 days to accept a better proposal, subject to a payment of a $1.5 billion fee to Comcast, but it is prohibited from soliciting competing proposals.