``It has become clear that there is no interest on the part of Disney's management and board in putting Comcast and Disney together,'' Roberts, 44, said in a statement. ``As a result, we have withdrawn our offer.''

Disney's board, which rejected Roberts's offer to swap 0.78 Comcast shares for each share of Disney as too low on Feb. 16, yesterday said it has ``complete confidence'' in Disney CEO Michael Eisner. Roberts in March said he wouldn't raise the bid for Disney when there were no other offers.

``We did not expect them to pull out this soon,'' Rich Greenfield, an analyst at Fulcrum Global Partners in New York, said of Comcast. ``But last night's announcement from Disney clearly showed there was zero interest and zero possibility.'' He has a ``neutral'' rating on shares of both Comcast and Disney.

Shares of Philadelphia-based Comcast rose $1.73, or 5.8 percent, to $31.70 at 7:39 a.m. on the Inet ATS trading system. Yesterday, they rose 12 cents to $29.97 in Nasdaq Stock Market composite trading. They had declined 12 percent since Comcast made the bid for Burbank, California-based Disney on Feb. 11.

Shares of Disney yesterday fell 20 cents to $24.18 in New York Stock Exchange composite trading.

The proposed acquisition would have created the world's largest media company by combining Disney's entertainment assets, including the ESPN sports network, with Comcast's cable systems, which reach 21.5 million homes.

Comcast Earnings

Comcast reported first-quarter net income of $65 million, or 3 cents a share, compared with a loss from continuing operations of $355 million, or 16 cents, a year earlier. Revenue rose 9.9 percent to $4.91 billion from $4.47 billion, Comcast said in a statement. Results from the QVC network, which Comcast sold in September, were accounted for as discontinued operations.

Comcast added 394,000 Internet users in the quarter.