PHILADELPHIA (Reuters) - Shareholders of AT&T Corp. T.N and Comcast Corp. CMCSK.O CMCSA.O on Wednesday approved the planned $27 billion merger of AT&T Broadband with Comcast, which will create the nation's largest cable TV operator with more than 22 million customers.

Telephone giant AT&T in December agreed to sell its cable television unit to Comcast as part of a restructuring that dismantled its vision of becoming a one-stop shop for telephone, data and video services.

The sale of AT&T Broadband to Comcast, which is expected to close later this year, will leave AT&T with telephone and data operations serving about 50 million residential customers and 4 million corporate customers.

Comcast won the hand of AT&T Broadband in December after a five-month auction. The Philadelphia-based company, which also owns the Philadelphia Flyers and 76ers hockey and basketball teams, will more than double its cable TV subscriber base and add cable-based local telephone services to its product mix.

Approval by Comcast's shareholders was never in doubt, as its president, Brian Roberts, owns around 87 percent of the company's voting shares. The merger of AT&T Broadband and Comcast still must be approved by the U.S. Department of Justice and the Federal Communications Commission.

AT&T's shareholders also approved a one-for-five reverse split of AT&T's common stock, a move aimed at boosting its stock price that has dropped by half since last year's annual meeting in May 2001 as a result of slowing growth in the cable television market and stiff competition in the long-distance telephone market.

The creation of a tracking stock for AT&T's consumer long-distance telephone business was also approved at the meeting, which was held in Charleston, South Carolina,, but the launch of that stock may be shelved if market conditions remain weak, the company said.

AT&T Chairman C. Michael Armstrong also told shareholders that AT&T President David Dorman was the "front runner" to succeed him at the helm of the No. 1 U.S. long-distance telephone company. Armstrong is planning to leave his post to head the combined AT&T Comcast cable company.

AT&T has previously said it was not looking at outside candidates, and analysts have said Dorman is the only internal prospect with the experience to replace Armstrong. The final decision will be made by AT&T's board.

Shares of AT&T were up 7 cents at $10.08 in midday New York Stock Exchange trading while shares of Comcast were down 10 cents at $22.11 in Nasdaq trading.