* NBC bid makes sense for Comcast - News Corp's Carey
* Deal to have significant regulatory baggage - Carey
* Regulators not likely to ask for asset sale - Carey
* Deal will cause "enormous debate" - Liberty's Maffei (Adds Liberty Media CEO)
NEW YORK, Nov 12 (Reuters) - Executives from two top media companies on Thursday cautioned that Comcast Corp (CMCSA.O) could face serious antitrust questions if it were to acquire control of NBC Universal.
News Corp (NWSA.O) President Chase Carey and Liberty Media Chief Executive Greg Maffei, in separate presentations at a conference, both said such a deal could prove a winner for Comcast, but also raised concerns about regulatory hurdles.
Comcast and General Electric Co (GE.N) are in talks to on a deal that would give the cable operator a 51 percent stake in a $30 billion NBC Universal joint venture, according to people familiar with the discussions. Comcast would contribute its cable networks and $4 billion to $6 billion in cash.
Carey, the No. 2 executive at News Corp and a media industry veteran, said he would be "stunned" if such a deal did not encounter "fairly significant regulatory baggage." News Corp itself is said to have previously looked at NBC Universal but has since backed off, according to media reports.
Speaking at the Money & Media Conference in New York, Carey said a deal for NBC Universal would make sense for Comcast. He also said it was unlikely Comcast would be asked to sell any assets as a condition for approval.
Instead, he said regulators would likely focus on making certain that Comcast ensures "fair access" for rivals to the content it controls as well as fair access to the largest distribution network in the United States.
If Comcast, the No. 1 U.S cable operator, struck a deal for NBC Universal, it would gain control over a broadcast network as well as cable networks, a studio and local TV stations.
Given the size and reach of the combination, the U.S. Federal Communications Commission as well as antitrust regulators and possibly Congress would likely review the deal.
Carey himself is no stranger to antitrust reviews. He previously held top positions at U.S. satellite TV operator DirecTV Group Inc (DTV.O), in which News Corp purchased a controlling interest in 2003, following a regulatory review.
Carey said other issues that might come up include Net neutrality, which advocates push to ensure that Internet service providers do not discriminate or favor any content moving over their networks.
Comcast is also the largest residential Internet service provider in the United States.
Liberty CEO Maffei, speaking later at the same conference, also said a Comcast-NBC deal could struggle through the regulatory process.
"I suspect there will be enormous debate about what restrictions to put on Comcast," he said.
He added that the the regulatory process could become something of a "circus" with competing interests all demanding concessions from the cable company.
Maffei confirmed that his company and News Corp had looked at NBC Universal but that Comcast Chief Executive Brian Roberts had been ahead of others holding discussions with NBC Universal parent GE since spring.
He said it could still be a "very good deal" for Comcast.
Investors and analysts have expressed concern that the combination of Comcast and NBC Universal could lead to regulators making demands that could hurt the value of having content and distribution under one roof [ID:nN11337723]. (Editing by Paul Thomasch, Gerald E. McCormick and Steve Orlofsky)