Disney Enterprises Inc – ‘424B2’ on 9/15/94

As of:  Thursday, 9/15/94   ·   Accession #:  912057-94-3057   ·   File #:  33-49891

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Prospectus   —   Rule 424(b)(2)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Prospectus                                            39    214K 

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PROSPECTUS SUPPLEMENT                                                           
(TO PROSPECTUS DATED AUGUST 27, 1993)                                           

$500,000,000

THE WALT DISNEY COMPANY 

MEDIUM-TERM NOTES 
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
--------------------- 

    The  Walt Disney Company ("Disney") may  offer from time to time Medium-Term
Notes (the "Notes") having an aggregate  principal amount of up to  $500,000,000
or  the equivalent  thereof in  one or more  foreign or  composite currencies or
currency units. Each Note will mature on a Business Day nine months or more from
the date of issue, as selected by the purchaser and agreed to by Disney, and may
be subject to redemption or repurchase by Disney, in whole or in part, prior  to
its  Stated Maturity, as set forth therein and specified in a pricing supplement
hereto (each, a  "Pricing Supplement"). Each  Note will be  denominated in  U.S.
dollars  or in one or more foreign  or composite currencies or currency units as
set forth in an applicable Pricing Supplement to this Prospectus Supplement. See
"Important Currency  Information"  and "Currency  Risks."  Each Note  will  bear
interest  at either a fixed rate (a "Fixed Rate Note"), which may be zero in the
case of  certain  Notes issued  at  a price  representing  a discount  from  the
principal  amount  payable at  maturity, or  a floating  rate (a  "Floating Rate
Note") as set forth  in the applicable Pricing  Supplement. See "Description  of
the  Notes" herein and "Description of  the Debt Securities" in the accompanying
Prospectus. Interest on Fixed  Rate Notes will accrue  from their date of  issue
and,  unless otherwise specified  in the applicable  Pricing Supplement, will be
payable semiannually in arrears on February 1  and August 1 of each year and  at
Maturity.  The rate of interest on each  Floating Rate Note will be reset daily,
weekly, monthly,  quarterly,  semiannually or  annually,  and interest  on  each
Floating  Rate Note will  accrue from its date  of issue and  will be payable in
arrears monthly, quarterly, semiannually or annually, in each case as set  forth
therein  and specified in the applicable Pricing Supplement, and at Maturity. If
provided in  an applicable  Pricing  Supplement, the  Notes  may be  subject  to
redemption,  in whole or in  part, at the option  of Disney. In addition, unless
specified in an applicable Pricing Supplement, the Notes will not be subject  to
repurchase by Disney at the option of the Holder thereof. See Description of the
Notes -- Redemption or Repurchase.                                              

    Each  Note will be issued in fully registered book-entry form (a "Book-Entry
Note") or definitive form (a "Definitive Note"), as set forth in the  applicable
Pricing  Supplement.  Each  Book-Entry  Note will  be  represented  by  a global
security deposited with or  on behalf of The  Depository Trust Company (or  such
other  depositary as  is identified  in an  applicable Pricing  Supplement) (the
"Depository") and registered in the name of the Depository's nominee.  Interests
in  Book-Entry Notes will  be shown on,  and transfers thereof  will be effected
only through,  records  maintained  by  the  Depository  and  its  participants.
Book-Entry  Notes  will not  be issuable  as Definitive  Notes except  under the
limited circumstances  described  herein.  See  "Description  of  the  Notes  --
Book-Entry Notes."                                                              
--------------------------

THESE  SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE  SECURITIES
AND  EXCHANGE COMMISSION OR  ANY STATE SECURITIES  COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR  ANY
SUPPLEMENT  HERETO.  ANY REPRESENTATION  TO THE  CONTRARY IS  A CRIMINAL
OFFENSE.

                                                        [Enlarge/Download Table]

                                                            PRICE TO            AGENTS'                  PROCEEDS TO         
                                                           PUBLIC(1)         COMMISSIONS(2)             COMPANY(2)(3)        
                                                         --------------  ----------------------  ----------------------------
                                                                                                                             
Per Note...............................................       100%            .125%-.750%              99.875%-99.250%       
Total (4)..............................................   $500,000,000    $625,000-$3,750,000     $499,375,000-$496,250,000  
<FN>                                                                                                                         
--------------------------                                                                                                   
(1)  Unless otherwise specified in an  applicable Pricing Supplement, the  Notes                                             
     will be issued at 100% of their principal amount.                                                                       
(2)  Disney  will pay a commission, ranging from .125% to .750% of the principal                                             
     amount (or in the case of a  Note issued with original issue discount,  the                                             
     price to public) of Notes with a term of less than 30 years sold through an                                             
     Agent  (as defined below), to such Agent and may sell Notes to an Agent, as                                             
     principal, for resale to  investors or other  purchasers at varying  prices                                             
     related  to prevailing market prices at the  time of resale, in either case                                             
     as determined by such Agent  or, if so agreed,  at a fixed public  offering                                             
     price. Commissions with respect to sales of Notes with a Stated Maturity of                                             
     30  years or more will  be agreed to by Disney  and the applicable Agent at                                             
     the time of such sale. Disney  has agreed to indemnify the Agents  against,                                             
     and to provide contribution with respect to, certain liabilities, including                                             
     liabilities  under the  Securities Act  of 1933,  as amended.  See "Plan of                                             
     Distribution."                                                                                                          
(3)  Before deducting expenses payable by Disney estimated at $275,000.                                                      
(4)  Or the equivalent thereof in one or more foreign or composite currencies or                                             
     currency units.                                                                                                         

--------------------------

    The Notes are  being offered  on a continuing  basis by  Disney through  the
Agents,  who have agreed to use their  reasonable best efforts to solicit offers
to purchase the Notes. Disney may also sell Notes to an Agent, as principal, for
resale to investors or other purchasers and has reserved the right to sell Notes
to or  through  others and  directly  to investors  on  its own  behalf.  Disney
reserves  the right to cancel or modify the offer made hereby without notice. No
termination date has been established for  the offering of the Notes. Disney  or
an  Agent, if it solicits  the offer, may reject any  offer to purchase Notes in
whole or in part. See  "Plan of Distribution." The Notes  will not be listed  on
any  securities exchange and there can be no assurance that the Notes offered by
this Prospectus Supplement will be sold or that there will be a secondary market
for the Notes.                                                                  
--------------------------
CS FIRST BOSTON                                                                 
GOLDMAN, SACHS & CO.                              
LEHMAN BROTHERS     
                           MERRILL LYNCH & CO.
                                                            MORGAN STANLEY & CO.

INCORPORATED                                                      

----------------------------------------

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 14, 1994. 

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USE OF PROCEEDS 

    Disney intends to use the net proceeds from the sale of the Notes (estimated
to be from approximately $496 million to approximately $499 million) for general
corporate  purposes, including, without limitation,  the repayment of commercial
paper and other borrowings outstanding  from time to time, capital  expenditures
and  the repurchase from time  to time of outstanding  shares of Disney's common
stock. Commercial paper outstanding as of  June 30, 1994 had a weighted  average
interest rate of 3.80 percent per annum.                                        

DESCRIPTION OF THE NOTES

    The  Notes will  be issued as  a series  of senior debt  securities under an
Indenture, dated as of November 30,  1990 (the "Indenture"), between Disney  and
Bankers  Trust Company,  as trustee  (the "Trustee").  The following  summary of
certain provisions of  the Notes and  of the  Indenture does not  purport to  be
complete  and is qualified in its entirety by reference to the Indenture, a copy
of which has been  incorporated by reference as  an exhibit to the  Registration
Statement  of which this  Prospectus Supplement and  the accompanying Prospectus
are a part. Capitalized terms used but not defined herein or in the accompanying
Prospectus  have  the  meanings  given  to  them  in  the  Indenture.  The  term
"Securities,"  as used under  this caption, refers to  all Securities issued and
issuable from  time to  time under  the Indenture  and includes  the Notes.  The
following  description will apply  to the Notes unless  otherwise specified in a
Pricing Supplement.                                                             

    Each Note will  be denominated  either in  U.S. dollars  or in  one or  more
foreign  or composite currencies  or currency units  (a "Denominated Currency").
The applicable Pricing Supplement will specify such Denominated Currency and the
currency, which  may  be  U.S. dollars  or  one  or more  foreign  or  composite
currencies  or currency units (such as the  European Currency Unit or "ECU"), in
which the principal and interest  with respect to such  Note shall be paid  (the
"Payment  Currency"). The Denominated  Currency and the  Payment Currency may be
the same currency or  different currencies. If the  Denominated Currency or  the
Payment  Currency is not  U.S. dollars, the  applicable Pricing Supplement shall
also include any other terms relating to such currency or currencies,  including
exchange rates as against the U.S. dollar at selected times during the last five
years,  and any exchange controls affecting such Denominated Currency or Payment
Currency. See "Important Foreign Currency Information," "Foreign Currency Risks"
and "Certain United States Tax Consequences to Foreign Currency Note Holders and
to Foreign Purchasers."                                                         

    References herein to "U.S. dollars," "U.S. $" or "$" are to the currency  of
the United States of America.                                                   

GENERAL                                                                         

    All  Securities,  including the  Notes, issued  and to  be issued  under the
Indenture will be  senior unsecured  obligations of  Disney and  will rank  PARI
PASSU  with all other senior unsecured indebtedness  of Disney from time to time
outstanding. The  Indenture does  not limit  the aggregate  principal amount  of
Securities  which  may  be  issued  thereunder  and  Securities  may  be  issued
thereunder from time  to time  as a  single series or  in two  or more  separate
series  up to  the aggregate  principal amount from  time to  time authorized by
Disney for each series. Disney  may, from time to  time, without the consent  of
the  holders of the Notes, provide for the issuance of Notes or other Securities
under the Indenture in addition to the $2,000,000,000 aggregate principal amount
of Securities authorized under the Indenture  as of the date of this  Prospectus
Supplement,  of which  $1,471,700,000 aggregate principal  amount has heretofore
been  issued  and  $745,000,000   remains  outstanding  (including   $50,000,000
principal  amount of Notes which  Disney entered into contracts  to sell but the
closing has not  yet occurred).  The aggregate outstanding  principal amount  of
consolidated  indebtedness of Disney and its subsidiaries as of June 30, 1994 is
$2,550,900,000. The Indenture does not limit Disney's or Disney's  subsidiaries'
ability to incur additional indebtedness in the future.                         

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    The  Notes  offered pursuant  hereto are  limited to  $500,000,000 aggregate
principal amount or the equivalent thereof  in one or more foreign or  composite
currencies  or currency units. The  Notes will be offered  on a continuing basis
and will mature on a Business Day  (as defined herein) nine months or more  from
the  date  of issue,  as  selected by  the purchaser  and  agreed to  by Disney.
Interest-bearing Notes will bear  interest at either a  fixed rate ("Fixed  Rate
Notes"), or a rate determined by reference to one or more Base Rates (as defined
herein),  which may  be adjusted  by a Spread  or Spread  Multiplier (as defined
herein) ("Floating Rate Notes"). In no  event will the rate of interest  payable
on any Fixed Rate Note or Floating Rate Note be in excess of the maximum rate of
interest  permitted by applicable law. Discount Notes (as defined herein) may be
issued at significant discounts  from their principal  amount payable at  Stated
Maturity  and some Discount Notes  may be zero coupon  Notes which will not bear
interest. Unless otherwise  specified in an  applicable Pricing Supplement,  the
Notes will be denominated and will be payable in U.S. dollars.                  

    Interest rates, interest rate formulae and other variable terms of the Notes
are  subject to  change by  Disney from time  to time,  but no  such change will
affect any Note  already issued or  as to which  an offer to  purchase has  been
accepted by Disney.                                                             

    Each  Note  will  be  a  Book-Entry  Note  or  a  Definitive  Note,  in  the
denomination of $1,000  or any  amount in excess  thereof which  is an  integral
multiple  of  $1,000.  Book-Entry Notes  may  be transferred  or  exchanged only
through a  participating  member  of the  Depository.  See  "Book-Entry  Notes."
Registration  of transfers  of Definitive  Notes will  be made  at the Corporate
Trust Office of  the Trustee.  No service  charge will  be made  by Disney,  the
Trustee  or the Registrar for  any such registration of  transfer or exchange of
Notes, but Disney may require  payment of a sum sufficient  to cover any tax  or
other  governmental charge payable in connection therewith (other than exchanges
pursuant to Sections  2.09, 3.06  or 9.05 of  the Indenture,  not involving  any
transfer).                                                                      

    Notes  denominated in a Denominated Currency other than U.S. dollars will be
issued in denominations of the equivalent of U.S. $1,000 or any amount in excess
thereof which  is  an integral  multiple  of  1,000 units  of  such  Denominated
Currency,  as determined by reference to the noon U.S. dollar buying rate in New
York City for  cable transfers  of such  Denominated Currency  published by  the
Federal  Reserve Bank of New York (the  "Market Exchange Rate") for the Business
Day immediately preceding the date of  issuance; PROVIDED, HOWEVER, in the  case
of  ECUs, the Market Exchange  Rate shall be the  rate of exchange determined by
the Commission  of  the  European  Communities (or  any  successor  thereto)  as
published  in the Official Journal of the European Communities, or any successor
publication, for the Business Day immediately preceding the date of issuance.   

    Payments of principal of and interest,  if any, on Book-Entry Notes will  be
made by Disney through the Trustee to the Depository. See "Book-Entry Notes." In
the  case of Definitive  Notes, payment of  principal at the  Stated Maturity of
each Definitive  Note  (or on  any  prior date  on  which the  principal  or  an
installment  of  principal  of such  Definitive  Note becomes  due  and payable,
whether by declaration of acceleration, call for redemption or otherwise)  (each
such  date, a "Maturity"), will be made upon presentation of the Definitive Note
at the Corporate Trust Office  of the Trustee in  the Borough of Manhattan,  The
City  of New York,  or at such other  place as Disney  may designate. Payment of
interest due at  Maturity will  be made  to the person  to whom  payment of  the
principal  of the  Definitive Note  shall be  made. Payment  of interest  due on
Definitive Notes other  than at  Maturity will be  made at  the Corporate  Trust
Office  of the Trustee or, at the option  of Disney, may be made by check mailed
to the address of the  Person entitled thereto as  such address shall appear  in
the register of Securities.                                                     

    The  Indenture does not afford holders of  the Notes protection in the event
of a  highly leveraged  transaction,  reorganization, restructuring,  merger  or
similar  transaction involving Disney  that may adversely  affect holders of the
Notes.                                                                          

    As used  herein, "Business  Day" means  any day,  other than  a Saturday  or
Sunday,  that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or executive order to close in The City of New
York; PROVIDED, HOWEVER, that with respect to  Notes the payment of which is  to
be  made in a Denominated Currency other than U.S. dollars, such day is also not
a day on which                                                                  

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banking institutions are  authorized or required  by law or  executive order  to
close  in  the principal  financial center  of the  country of  such Denominated
Currency (or,  in  the  case  of  ECUs,  is not  a  day  designated  as  an  ECU
Non-Settlement  Day  by  the  ECU  Banking  Association  or  otherwise generally
regarded in the ECU interbank market as  a day on which payments in ECU's  shall
not  be made); PROVIDED, HOWEVER, that, with respect to LIBOR Notes, such day is
also a London Business Day (as  defined below). "London Business Day" means  any
day  (i) if the  Index Currency (as defined  below) is other  than ECU, on which
dealings in such Index Currency are transacted in the London interbank market or
(ii)  if  the  Index  Currency  is  ECU,  that  is  not  designated  as  an  ECU
Non-Settlement  Day  by  the  ECU  Banking  Association  or  otherwise generally
regarded in the ECU interbank  market as a day on  which payments in ECUs  shall
not be made.                                                                    

    "Discount  Security" means  any Security which  provides for  an amount less
than the principal  amount thereof  to be due  and payable  upon declaration  of
acceleration of the Maturity thereof.                                           

PAYMENT CURRENCY                                                                

    If  the applicable Pricing Supplement provides  for payments of interest and
principal on  non-U.S. dollar  denominated Notes  to be  made in  U.S.  dollars,
conversion  of the Payment  Currency into U.S.  dollars will be  effected in the
manner set forth in the applicable Pricing Supplement.                          

    Except as set forth below, if the principal of, or interest on, any Note  is
payable  in a Payment Currency other than U.S. dollars and such Payment Currency
is not available to Disney for making payments thereof due to the imposition  of
exchange  controls or other circumstances beyond the control of Disney, or is no
longer used by the government  of the country issuing  such currency or for  the
settlement  of  transactions  by public  institutions  within  the international
banking community, then Disney  will be entitled to  satisfy its obligations  to
Holders of such Notes by making such payment in U.S. dollars on the basis of the
Market Exchange Rate on the date of such payment or, if the Market Exchange Rate
is  not then available, as of the most recent practicable date. Any payment made
under such circumstances  in U.S.  dollars where the  required payment  is in  a
Payment Currency other than U.S. dollars will not constitute an Event of Default
as  defined  in  the  accompanying Prospectus  under  "Description  of  the Debt
Securities -- Events of Default."                                               

    If payment on a Note is required to be made in ECUs and ECUs are unavailable
due to imposition of exchange controls or other circumstances beyond the control
of Disney, or are no longer used  in the European Monetary System, all  payments
in  respect of  such Notes  shall be  made in  U.S. dollars  until the  ECUs are
available or are so used.  The amount of each payment  in U.S. dollars shall  be
computed  on the basis of the equivalent  of the ECU in U.S. dollars, determined
by Disney or its agent as described  below, as of the second Business Day  prior
to  the date on which  such payment is due. The  component currencies of the ECU
(the "Components") for purposes  of such computation  shall be those  currencies
which were components of the ECU as of the most recent date on which the ECU was
used  in the European Monetary System. The equivalent of the ECU in U.S. dollars
shall  be  calculated  by  aggregating  the  U.S.  dollar  equivalents  of   the
Components.  The  U.S. dollar  equivalent  of each  of  the Components  shall be
determined by Disney or its  agent on the basis  of the most recently  available
Market Exchange Rate for each such Component.                                   

    If  the official unit of  any Component is altered  by way of combination or
subdivision, the  number of  units of  that  currency as  a Component  shall  be
divided  or  multiplied  in  the  same  proportion.  If  two  or  more component
currencies are  consolidated  into  a  single currency,  the  amounts  of  those
currencies  as Components shall be replaced by an amount in such single currency
equal to  the  sum of  the  amounts  of the  consolidated  component  currencies
expressed  in such single currency. If any Component is divided into two or more
currencies, the amount  of that  currency as a  Component shall  be replaced  by
amounts  of such two or more currencies, each of which shall have a value on the
date of division equal to the amount of the former component currency divided by
the number of currencies into which that currency was divided.                  

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    All determinations referred  to above made  by Disney or  any of its  agents
shall  be at its sole discretion and, in the absence of manifest error, shall be
conclusive for all purposes and binding on Holders of the Notes.                

REDEMPTION OR REPURCHASE                                                        

    Unless otherwise specified  in an applicable  Pricing Supplement, the  Notes
will  not be subject to  any sinking fund. If  provided in an applicable Pricing
Supplement, the Notes may be subject to  redemption, in whole or in part,  prior
to  their Stated  Maturity at  the option  of Disney  or through  operation of a
mandatory or  optional  sinking  fund  or  analogous  provisions.  Such  Pricing
Supplement  will set forth the detailed terms of such redemption, including, but
not limited to, the dates after or  on which and the price or prices  (including
premium, if any) at which such Notes may be redeemed.                           

    Unless  otherwise specified in an  applicable Pricing Supplement, Notes will
not be subject to purchase by Disney at  the option of the Holder thereof. If  a
purchase  date or  dates (each,  a "Purchase  Date") with  respect to  a Note is
specified in an  applicable Pricing Supplement,  on each such  Purchase Date  so
specified,  Disney  will become  obligated  to purchase,  at  the option  of the
Holder, all or a portion  of such Note for which  a written notice (a  "Purchase
Notice")  has been delivered by the Holder to  the Trustee, at any time from the
opening of business  on the date  that is 60  days prior to  such Purchase  Date
until  the close of business on the date  that is 30 days prior to such Purchase
Date, subject to certain additional conditions described below. The delivery  to
the Trustee of a Purchase Notice is irrevocable.                                

    Each  Purchase Notice must  state (i) the  CUSIP numbers of  the Notes to be
delivered by the Holder thereof for purchase by Disney; (ii) the portion of  the
principal  amount of Notes  to be purchased,  which portion must  be an integral
multiple of $1,000;  and (iii) that  such Notes  are to be  purchased by  Disney
pursuant  to the  applicable provisions of  the Notes.  Any Note which  is to be
purchased by Disney  only in  part must  be surrendered  at a  Place of  Payment
therefor, and Disney will execute, and the Trustee will authenticate and deliver
to  the Holder of such Note without service  charge, a new Note or Notes of like
tenor, of  any  authorized denomination  as  requested  by such  Holder,  in  an
aggregate  principal amount equal to and in exchange for the unpurchased portion
of the principal of the Note so surrendered.                                    

    The price payable on any Purchase  Date with respect to any applicable  Note
will  be equal to the applicable purchase price (the "Purchase Price") specified
in the  applicable Pricing  Supplement, together  with accrued  interest to  the
Purchase Date; PROVIDED, HOWEVER, that installments of interest payable is prior
to  the Purchase Date  will be payable to  the Holders of such  Notes, or one or
more Predecessor Securities, registered as such at the close of business on  the
relevant Regular Record Dates, all according to the provisions of the Indenture.

    If a Purchase Notice has been given with respect to an applicable Note, from
and  after the Purchase Date with respect  to which such Purchase Notice relates
(unless Disney defaults in payment of the Purchase Price and accrued  interest),
such  Note (or portion thereof to be  purchased) will cease to bear interest and
all other rights of  the Holder (other  than the right  to receive the  Purchase
Price, together with accrued interest to the Purchase Date, upon the delivery of
the  Note in accordance with its terms)  will terminate. Payment of the Purchase
Price, together with accrued interest to the Purchase Date, for a Note for which
a Purchase Notice has been delivered  is conditioned upon delivery of such  Note
(with,  if Disney or the  Trustee so requires, due  endorsement by, or a written
instrument of  transfer in  form satisfactory  to Disney  and the  Trustee  duly
executed  by, the Holder thereof or his  attorney duly authorized in writing) to
the Trustee at its Corporate Trust Office in the Borough of Manhattan, The  City
of  New York,  or at any  other Place of  Payment designated by  Disney for such
purpose, at any time  (whether prior to,  on or after  the Purchase Date)  after
delivery  of such Purchase Notice.  Payment of the Purchase  Price for such Note
(or portion thereof  to be  purchased), together  with accrued  interest to  the
Purchase  Date,  will be  made on  the later  of the  Purchase Date  or promptly
following the time of delivery of such Note.                                    

    No Notes may be purchased if there  has occurred and is continuing an  Event
of Default (other than a default in payment of the Purchase Price, together with
accrued interest, with respect to such Notes).                                  

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    Disney  will  not be  required to  (i)  issue, register  the transfer  of or
exchange any  Note having  a Purchase  Date specified  therein during  a  period
beginning  at the opening of business 15 days before the first date any Purchase
Notice may be delivered to  the Trustee with respect  thereto and ending at  the
close  of business on  the last date a  Purchase Notice may  be delivered to the
Trustee with respect thereto  or (ii) register the  transfer of or exchange  any
Note,  or portion thereof, for which a Purchase Notice has been delivered to the
Trustee, except the portion of any such  Note for which the Purchase Notice  has
not been delivered to the Trustee.                                              

    Disney  will comply with the requirements of Rule 14e-l under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any other  applicable
securities laws or regulations in connection with any such repurchase.          

    Disney  may at any  time purchase Notes at  any price or  prices in the open
market or otherwise. Notes so purchased by  Disney may be held or resold or,  at
the discretion of Disney, may be surrendered to the Trustee for cancellation.   

    For  all  purposes of  this  Prospectus Supplement,  any  applicable Pricing
Supplement and  the  Indenture,  unless  the  context  otherwise  requires,  all
provisions  relating  to the  redemption or  purchase by  Disney of  Notes shall
relate, in the  case of any  Notes redeemed or  purchased or to  be redeemed  or
purchased by Disney only in part, to the portion of the principal amount of such
Notes which has been or is to be so redeemed or purchased.                      

INTEREST                                                                        

GENERAL                                                                 

    Unless  otherwise specified in  an applicable Pricing  Supplement, each Note
will bear interest from the date of original issue at the rate per annum or,  in
the  case of a Floating Rate Note, pursuant to the interest rate formula, stated
therein until  the principal  thereof is  paid or  made available  for  payment.
Interest will be payable in arrears on each date specified in a Note on which an
installment  of interest is due and payable  (an "Interest Payment Date") and at
Maturity. Each interest payment shall be the amount of interest accrued from and
including the most recent Interest Payment Date in respect of which interest has
been paid or duly provided for (or from and including the date of original issue
if no interest has been paid or duly provided for with respect to such Note)  to
but  excluding the next  succeeding Interest Payment  Date (an "Interest Accrual
Period"). The first payment of interest on any Note originally issued between  a
Regular  Record Date and the  related Interest Payment Date  will be made on the
Interest Payment Date immediately following  the next succeeding Regular  Record
Date  to the registered holder on such next succeeding Regular Record Date. As a
result of the  interest rate  features of  the Notes,  they may  be issued  with
original  issue  discount for  United States  Federal  income tax  purposes. See
"Certain United States Tax Consequences to Foreign Currency Note Holders and  to
Foreign  Purchasers"  herein and  "United States  Taxation" in  the accompanying
Prospectus.                                                                     

FIXED RATE NOTES                                                        

    Unless otherwise specified in an applicable Pricing Supplement, the Interest
Payment Dates with respect to any Fixed Rate Note will be February 1 and  August
1 of each year, and the Regular Record Dates in respect of such Interest Payment
Dates will be the immediately preceding January 15 and July 15 (whether or not a
Business Day), respectively. If any Interest Payment Date or Maturity of a Fixed
Rate  Note falls on a day that is not  a Business Day with respect to such Fixed
Rate Note, the payment due on such Interest Payment Date or at Maturity will  be
made on the following day that is a Business Day with respect to such Fixed Rate
Note  as if it were made on the date  such payment was due and no interest shall
accrue on the  amount so payable  for the  period from and  after such  Interest
Payment  Date or Maturity, as the case may  be. Interest on each Fixed Rate Note
will be computed on the basis of a 360-day year of twelve 30-day months.        

FLOATING RATE NOTES                                                     

    GENERAL.  Unless  otherwise specified in  an applicable Pricing  Supplement,
Floating Rate Notes will be issued as described below. Interest on Floating Rate
Notes will be determined by reference to a                                      

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"Base Rate," which may be one or more of the following: (a) the Commercial Paper
Rate  (as defined below),  in which case  such Note will  be a "Commercial Paper
Rate Note;" (b)  LIBOR (as defined  below), in which  case such Note  will be  a
"LIBOR  Note;" (c) the CD Rate (as defined  below), in which case such Note will
be a "CD Rate  Note;" (d) the  Federal Funds Rate (as  defined below), in  which
case  such Note will be  a "Federal Funds Rate Note;"  (e) the Treasury Rate (as
defined below), in which case such Note will be a "Treasury Rate Note;" (f)  the
Prime  Rate (as defined  below), in which case  such Note will  be a "Prime Rate
Note;" (g) the CMT Rate  (as defined below), in which  case such Note will be  a
"CMT  Rate Note;" or (h) such other Base Rate or interest rate formula as may be
set forth in  the applicable Pricing  Supplement. In addition,  a Floating  Rate
Note may bear interest calculated by reference to the lowest of two or more Base
Rates  determined in the  same manner as  the Base Rates  are determined for the
types of  Notes described  above. Each  Floating Rate  Note and  the  applicable
Pricing Supplement will specify the Base Rate or Rates applicable thereto.      

    INTEREST  RATE CALCULATION.   The interest  rate on each  Floating Rate Note
will be calculated by reference to the specified Base Rate or the lowest of  two
or  more specified Base Rates, in either case  plus or minus the Spread, if any,
or multiplied by the Spread  Multiplier, if any. The  "Spread" is the number  of
basis  points to be added  to or subtracted from the  related Base Rate or Rates
applicable to such Floating Rate Note. The "Spread Multiplier" is the percentage
of the related Base Rate or Rates applicable to such Floating Rate Note by which
said Base  Rate  or Rates  are  to be  multiplied  to determine  the  applicable
interest  rate on such Floating Rate Note. The "Index Maturity" is the period to
maturity of the instrument or obligation with respect to which the related  Base
Rate or Rates are calculated. Each Floating Rate Note and the applicable Pricing
Supplement  will specify the Index Maturity and the Spread or Spread Multiplier,
if any, applicable thereto.                                                     

    Each Floating Rate Note and  the applicable Pricing Supplement will  specify
whether  the rate of  interest on such  Floating Rate Note  will be reset daily,
weekly, monthly, quarterly, semiannually or  annually (each, an "Interest  Reset
Period")  and  the date  on which  such interest  rate will  be reset  (each, an
"Interest Reset Date"). Unless otherwise specified  in a Floating Rate Note  and
the  applicable Pricing Supplement, the Interest Reset Date will be, in the case
of a Floating Rate Note which resets  (a) daily, each Business Day; (b)  weekly,
the  Wednesday of each  week (with the  exception of weekly  reset Treasury Rate
Notes, which reset  the Tuesday of  each week, except  as specified below);  (c)
monthly,  the third Wednesday of each  month; (d) quarterly, the third Wednesday
of March, June, September and December of each year; (e) semiannually, the third
Wednesday of each of  the two months specified  in such Pricing Supplement;  and
(f)  annually,  the  third Wednesday  of  the  month specified  in  such Pricing
Supplement. If  any  Interest  Reset  Date for  any  Floating  Rate  Note  would
otherwise  be a day that is not a Business Day, such Interest Reset Date will be
postponed to the next succeeding day that is a Business Day, except that in  the
case of a LIBOR Note (or a Note for which LIBOR is the applicable Base Rate), if
such  Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the last Business Day in the preceding month.                     

    The interest rate applicable to each Interest Reset Period commencing on the
Interest Reset Date or Dates with respect to such Interest Reset Period will  be
the  rate  determined on  the applicable  "Interest Determination  Date." Unless
otherwise  specified  in   an  applicable  Pricing   Supplement,  the   Interest
Determination Date with respect to a Commercial Paper Rate Note (the "Commercial
Paper   Interest  Determination  Date"),  a  CD  Rate  Note  (the  "CD  Interest
Determination Date"), a  Federal Funds  Rate Note (the  "Federal Funds  Interest
Determination  Date"), Prime Rate  Note (the "Prime  Rate Interest Determination
Date"), and a CMT Rate Note (the "CMT Interest Determination Date") will be  the
second  Business  Day  preceding  each  Interest  Reset  Date  and  the Interest
Determination  Date  with  respect  to   a  LIBOR  Note  (the  "LIBOR   Interest
Determination  Date")  will be  the second  London  Business Day  preceding each
Interest Reset  Date.  Unless  otherwise  specified  in  an  applicable  Pricing
Supplement, the Interest Determination Date with respect to a Treasury Rate Note
(the "Treasury Rate Interest Determination Date") will be the day in the week in
which  the Interest Reset Date falls on  which day Treasury Bills normally would
be auctioned (Treasury  Bills are  normally sold at  auction on  Monday of  each
week,  unless that day is a legal holiday, in which case the auction is normally
held on the following Tuesday,                                                  

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except that such auction  may be held  on the preceding Friday)  or, if no  such
auction  is held  for a particular  week, the  first Business Day  of that week;
PROVIDED, HOWEVER, that if, as a result  of a legal holiday, an auction is  held
on  the  Friday of  the  week preceding  the  Interest Reset  Date,  the related
Interest Determination  Date  shall  be such  preceding  Friday;  and  PROVIDED,
FURTHER,  that if  an auction shall  fall on  any Interest Reset  Date, then the
Interest Reset  Date  shall  instead  be  the  first  Business  Day  immediately
following  such auction.  Unless otherwise  specified in  the applicable Pricing
Supplement, the Interest Determination  Date pertaining to  a Note the  interest
rate of which is determined with reference to two or more Base Rates will be the
first  Business Day which is  at least two Business  Days prior to such Interest
Reset Date for such  Note on which  each Base Rate  shall be determinable.  Each
Base  Rate shall  be determined  and compared on  such date,  and the applicable
interest rate shall take effect on the related Interest Reset Date.             

    Any Floating  Rate  Note and  the  applicable Pricing  Supplement  may  also
specify  either or both a maximum limit and a minimum limit on the rate at which
interest may  accrue during  any Interest  Accrual Period.  In addition  to  any
maximum interest rate which may be applicable to any Floating Rate Note pursuant
to  the above provisions,  the interest rate  on Floating Rate  Notes will in no
event be higher than the maximum rate permitted by New York law, as the same may
be modified by United States law of general application. Under present New  York
law  the maximum rate of  interest is 25% per annum  on a simple interest basis.
This limit may not apply to Floating Rate Notes in which $2,500,000 or more  has
been invested.                                                                  

    The interest rate in effect with respect to a Floating Rate Note on each day
that  is not an Interest  Reset Date will be the  interest rate determined as of
the Interest Determination Date pertaining to the immediately preceding Interest
Reset Date and the interest rate in effect on any day that is an Interest  Reset
Date  will be the interest rate determined as of the Interest Determination Date
pertaining to such  Interest Reset Date,  subject in either  case to  applicable
provisions  of law and any maximum  or minimum interest rate limitation referred
to above; PROVIDED, HOWEVER, that the interest rate in effect with respect to  a
Floating  Rate Note for the period from the  date of original issue to the first
Interest Reset  Date will  be the  rate specified  as such  therein and  in  the
applicable Pricing Supplement (the "Initial Interest Rate").                    

    With  respect to each Floating Rate  Note, accrued interest is calculated by
multiplying its face amount by an accrued interest factor. Such accrued interest
factor is computed by  adding the interest factor  calculated for each day  from
the date of issue, or from the last date to which interest has been paid or duly
provided  for, to the date  for which accrued interest  is being calculated. The
interest factor for  each such  day is computed  by dividing  the interest  rate
applicable to such day by 360, in the case of Commercial Paper Rate Notes, LIBOR
Notes,  CD Rate Notes, Federal Funds Rate Notes  and Prime Rate Notes and by the
actual number of days in  the year, in the case  of Treasury Rate Notes and  CMT
Rate  Notes. Unless otherwise specified in an applicable Pricing Supplement, the
interest factor  for  Notes for  which  the  interest rate  is  calculated  with
reference  to two or  more Base Rates will  be calculated in  each period in the
same manner as if only the lowest of the applicable Base Rates applied.         

    All percentages resulting from any  calculation on Floating Rate Notes  will
be  rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with  five one-millionths  of a  percentage point  rounded upward  (e.g.,
9.876545%  (or .09876545) will be rounded upward to 9.87655% (or .0987655)), and
all dollar amounts used in or  resulting from such calculation on Floating  Rate
Notes  will be  rounded to  the nearest cent  (with one-half  cent being rounded
upward).                                                                        

    Unless otherwise specified in an applicable Pricing Supplement, the  Trustee
will  be the "Calculation Agent"  with respect to all  Floating Rate Notes. Upon
the request of the holder  of any Floating Rate  Note, the Trustee will  provide
the interest rate then in effect and, if determined, the interest rate that will
become effective as a result of a determination made for the next Interest Reset
Date  with respect to such Floating Rate Note. If at any time the Trustee is not
the Calculation Agent, Disney will notify  the Trustee of each determination  of
the  interest rate applicable to any such Floating Rate Note promptly after such
determination is  made  by any  successor  Calculation Agent.  The  "Calculation
Date,"  where applicable, pertaining  to any Interest  Determination Date is the
date by which the applicable interest rate must be                              

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calculated and will  be the earlier  of (a)  the tenth calendar  day after  such
Interest  Determination Date or, if any such day is not a Business Day, the next
succeeding Business  Day  and (b)  the  Business Day  preceding  the  applicable
Interest Payment Date or Maturity Date, as the case may be.                     

    INTEREST  PAYMENT  DATE.   Except  as provided  below  or in  the applicable
Pricing Supplement, the Interest Payment Date will be, in the case of a Floating
Rate Note which resets (a) daily, weekly  or monthly, on the third Wednesday  of
each month or on the third Wednesday of each March, June, September and December
of each year, as specified therein and in the applicable Pricing Supplement; (b)
quarterly, on the third Wednesday of March, June, September and December of each
year;  (c)  semiannually, on  the  third Wednesday  of  each of  the  two months
specified therein and in the applicable Pricing Supplement; and (d) annually, on
the third Wednesday of the month specified therein and in the applicable Pricing
Supplement; and, in each case, at Maturity.                                     

    If any Interest Payment Date (other than an Interest Payment Date  occurring
on  the Maturity Date)  for a Floating  Rate Note falls  on a day  that is not a
Business Day  with respect  to such  Note, such  Interest Payment  Date will  be
postponed to the following day that is a Business Day with respect to such Note,
except  that, in  the case of  a LIBOR Note  (or a  Note for which  LIBOR is the
applicable Base Rate), if such Business  Day is in the next succeeding  calendar
month, such Interest Payment Date shall be the immediately preceding day that is
a  Business Day with  respect to such Note.  If the Maturity  of a Floating Rate
Note falls on a day that  is not a Business Day  with respect to such Note,  the
payment  of principal and interest  may be made on  the next succeeding Business
Day with respect to such Note, and no interest on such payment shall accrue  for
the period from and after the Maturity. Unless otherwise specified in a Floating
Rate  Note and  the applicable  Pricing Supplement,  the Regular  Record Date or
Dates for interest payable on such Floating Rate Note will be the fifteenth  day
(whether  or  not a  Business Day)  immediately  preceding the  related Interest
Payment Date or Dates.                                                          

    The interest rate in effect  with respect to a  Floating Rate Note from  the
date  of issue  to the first  Interest Reset  Date will be  the Initial Interest
Rate. The  interest  rate  for  each subsequent  Interest  Reset  Date  will  be
determined by the Calculation Agent as follows:                                 

COMMERCIAL PAPER RATE NOTES                                             

    Commercial  Paper  Rate  Notes  will bear  interest  at  the  interest rates
(calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any)  specified in  such Commercial Paper  Rate Notes  and in  an
applicable Pricing Supplement.                                                  

    Unless  otherwise specified in an applicable Pricing Supplement, "Commercial
Paper Rate" means, with respect  to any Commercial Paper Interest  Determination
Date,  the Money Market  Yield (as defined below)  on such date  of the rate for
commercial paper having the Index  Maturity specified in the applicable  Pricing
Supplement  as published by the Board of Governors of the Federal Reserve System
in "Statistical Release  H.15(519), Selected  Interest Rates"  or any  successor
publication  ("Release H.15(519)") under the  heading "Commercial Paper." In the
event that such rate is not published by  3:00 P.M., New York City time, on  the
Calculation  Date  pertaining to  such  Commercial Paper  Interest Determination
Date, then the  Commercial Paper Rate  will be  the Money Market  Yield on  such
Commercial Paper Interest Determination Date of the rate for commercial paper of
the  Index Maturity specified in the  applicable Pricing Supplement as published
by the  Federal  Reserve Bank  of  New York  in  its daily  statistical  release
"Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor
publication  ("Composite Quotations")  under the heading  "Commercial Paper." If
such rate  is  not  published  in either  Release  H.15(519)  or  the  Composite
Quotations  by 3:00 P.M., New York City time, on such Calculation Date, then the
Commercial Paper Rate will  be calculated by the  Calculation Agent and will  be
the  Money  Market Yield  of the  arithmetic mean  of the  offered rates,  as of
approximately 11:00 A.M., New York City time, on such Commercial Paper  Interest
Determination  Date, of three  leading dealers of commercial  paper in New York,
New York  (which  may  include one  or  more  of the  Agents)  selected  by  the
Calculation  Agent (after consultation with Disney)  for commercial paper of the
specified Index Maturity placed  for an industrial issuer  whose bond rating  is
"AA," or the equivalent, from a                                                 

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nationally  recognized statistical rating agency; PROVIDED, HOWEVER, that if the
dealers selected  as aforesaid  by  the Calculation  Agent  are not  quoting  as
mentioned  in this sentence, the  rate of interest in  effect for the applicable
period will be the same as the interest rate in effect on such Commercial  Paper
Interest Determination Date.                                                    

    "Money Market Yield" shall be a yield (expressed as a percentage rounded, if
necessary,  to the  nearest one hundred-thousandth  of a  percent) calculated in
accordance with the following formula:                                          

                                                                [Download Table]
                                             
Money Market Yield  =      D X 360      X 100
                        360 - (D X M)        

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and  expressed as a decimal and  "M" refers to the  actual
number of days in the interest period for which interest is being calculated.   

LIBOR NOTES                                                             

    LIBOR  Notes  will  bear interest  at  the interest  rates  (calculated with
reference to LIBOR  and the Spread  or Spread Multiplier,  if any) specified  in
such  LIBOR  Notes and  in an  applicable  Pricing Supplement.  Unless otherwise
specified in an applicable Pricing Supplement, "LIBOR" means the rate determined
by the Calculation Agent in accordance with the following provisions:           

        (a) With respect to a LIBOR Interest Determination Date, LIBOR will  be,
    as   specified  in  the  applicable  Pricing  Supplement,  either:  (i)  the
    arithmetic mean of  the offered  rates for  deposits in  the Index  Currency
    having  the Index Maturity designated  in the applicable Pricing Supplement,
    commencing on  the second  London Business  Day immediately  following  that
    LIBOR  Interest Determination  Date, that  appear on  the Designated Reuters
    LIBOR Page (as defined below) as of  11:00 A.M., London time, on that  LIBOR
    Interest  Determination Date, if  at least two such  offered rates appear on
    the Designated Reuters LIBOR  Page ("LIBOR Reuters"), or  (ii) the rate  for
    deposits  in the Index Currency having  the Index Maturity designated in the
    applicable Pricing Supplement, commencing on the second London Business  Day
    immediately  following that LIBOR Interest  Determination Date, that appears
    on the Designated Telerate LIBOR Page  (as defined below) as of 11:00  A.M.,
    London  time, on that LIBOR  Interest Determination Date ("LIBOR Telerate").
    "Designated Reuters LIBOR  Page" means  the display on  the Reuters  Monitor
    Money Rates Service for the purpose of displaying the London interbank rates
    of major banks for the applicable Index Currency. "Designated Telerate LIBOR
    Page" means the display on the Dow Jones Telerate Service for the purpose of
    displaying  London interbank rates  of major banks  for the applicable Index
    Currency. If neither LIBOR  Reuters nor LIBOR Telerate  is specified in  the
    applicable  Pricing Supplement, LIBOR for the applicable Index Currency will
    be determined as if  LIBOR Telerate (and,  if the U.S.  dollar is the  Index
    Currency,  Page 3750)  had been specified.  If fewer than  two offered rates
    appear on the Designated Reuters  LIBOR Page, or if  no rate appears on  the
    Designated  Telerate LIBOR  Page, as  applicable, LIBOR  in respect  of that
    LIBOR Interest Determination Date will be  determined as if the parties  had
specified the rate described in (b) below.                              

        (b)  If fewer  than two offered  rates appear on  the Designated Reuters
    LIBOR Page, or if no rate appears on the Designated Telerate LIBOR Page,  as
    applicable,  LIBOR will be determined as of approximately 11:00 A.M., London
    time, on such LIBOR Interest Determination Date on the basis of the rate  at
    which  deposits in the  applicable Index Currency  having the Index Maturity
    specified in the applicable Pricing Supplement are offered to prime banks in
    the London interbank  market by  four major  banks in  the London  interbank
    market  selected by the  Calculation Agent (after  consultation with Disney)
    commencing on  the second  London Business  Day immediately  following  such
    LIBOR  Interest Determination  Date and  in a  principal amount  equal to an
    amount that is  representative for a  single transaction in  such market  at
    such time. The Calculation Agent will request the principal London office of
    each  of such banks to provide a quotation of its rate. If at least two such
    quotations are provided,  LIBOR for such  LIBOR Interest Determination  Date
    will be the arithmetic mean of such quotations. If fewer than two quotations
    are    provided,    LIBOR    for   such    LIBOR    Interest   Determination

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    Date will be  the arithmetic mean  of the rates  quoted as of  approximately
    11:00  A.M.  in the  applicable Principal  Financial  Center, on  such LIBOR
    Interest Determination Date by three major banks in such Principal Financial
    Center, selected by the Calculation  Agent (after consultation with  Disney)
    for loans in the applicable Index Currency to leading European banks, having
    the  specified Index Maturity, and in a  principal amount equal to an amount
    of not less than $1,000,000 (or the equivalent in the Index Currency, if the
    Index Currency is  not the  U.S. dollar) and  that is  representative for  a
    single  transaction in such market at  such time; PROVIDED, HOWEVER, that if
    the banks selected as aforesaid by the Calculation Agent are not quoting  as
    mentioned  in  this  sentence,  the  rate  of  interest  in  effect  for the
    applicable period will be the  same as the interest  rate in effect on  such
LIBOR Interest Determination Date.                                      

    "Index   Currency"  means  the  currency  (including  composite  currencies)
specified in the applicable Pricing Supplement  as the currency for which  LIBOR
shall  be calculated. If no such currency is specified in the applicable Pricing
Supplement, the Index Currency shall be U.S. dollars.                           

    "Principal Financial  Center" will  generally  be the  capital city  of  the
country  of  the specified  Index  Currency, except  that  with respect  to U.S.
dollars, Deutsche Marks, Dutch  Guilders, Italian Lire,  Swiss Francs and  ECUs,
the  Principal  Financial  Center shall  be  The  City of  New  York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.                          

CD RATE NOTES                                                           

    CD Rate Notes  will bear  interest at  the interest  rates (calculated  with
reference  to the CD Rate and the Spread or Spread Multiplier, if any) specified
in such CD Rate Notes and in an applicable Pricing Supplement.                  

    Unless otherwise indicated in the  applicable Pricing Supplement, "CD  Rate"
means, with respect to any CD Interest Determination Date, the rate on such date
for  negotiable certificates of deposit having  the Index Maturity designated in
the applicable Pricing Supplement  as published in  Release H.15(519) under  the
caption  "CDs (Secondary Market)" or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such CD Interest  Determination
Date,  the CD Rate will  be the rate on such  CD Interest Determination Date for
negotiable certificates  of deposit  of  the Index  Maturity designated  in  the
applicable  Pricing Supplement set  forth in the  Composite Quotations under the
caption "Certificates of Deposit." If by 3:00  P.M., New York City time, on  the
Calculation  Date pertaining to such CD Interest Determination Date such rate is
not yet published in either Release H.15(519) or the Composite Quotations,  then
the  CD Rate on  such CD Interest  Determination Date will  be calculated by the
Calculation Agent  and will  be  the arithmetic  mean  of the  secondary  market
offered  rates  as  of 10:00  A.M.,  New York  City  time, on  such  CD Interest
Determination Date, of three leading non-bank dealers in negotiable U.S.  dollar
certificates  of deposit in The City of New  York (which may include one or more
of the  Agents)  selected by  the  Calculation Agent  (after  consultation  with
Disney)  for negotiable  certificates of  deposit of  major United  States money
market banks  (in the  market for  negotiable certificates  of deposit)  with  a
remaining  maturity closest to  the Index Maturity  designated in the applicable
Pricing Supplement in a denomination  of $5,000,000; PROVIDED, HOWEVER, that  if
the  dealers selected as aforesaid  by the Calculation Agent  are not quoting as
set forth above, the rate of interest  in effect for the applicable period  will
be  the same as  the interest rate  in effect on  such CD Interest Determination
Date.                                                                           

    CD RATE NOTES, LIKE OTHER NOTES, ARE  NOT DEPOSIT OBLIGATIONS OF A BANK  AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.                   

FEDERAL FUNDS RATE NOTES                                                

    Federal   Funds  Rate  Notes  will  bear  interest  at  the  interest  rates
(calculated with reference to  the Federal Funds Rate  and the Spread or  Spread
Multiplier,  if  any) specified  in  such Federal  Funds  Rate Notes  and  in an
applicable Pricing Supplement.                                                  

    Unless otherwise indicated  in the applicable  Pricing Supplement,  "Federal
Funds  Rate" means,  with respect  to any  Federal Funds  Interest Determination
Date, the rate on such date for Federal Funds as published in Release  H.15(519)
under   the  heading  "Federal  Funds  (Effective)"  or,  if  not  so  published

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by 9:00 A.M., New  York City time,  on the Calculation  Date pertaining to  such
Federal  Funds Interest Determination  Date, the Federal Funds  Rate will be the
rate on  such Federal  Funds Interest  Determination Date  as published  in  the
Composite  Quotations  under  the  column  "Effective  Rate"  under  the heading
"Federal Funds." If, by 3:00 P.M., New  York City time, on the Calculation  Date
pertaining  to such Federal  Funds Interest Determination Date  such rate is not
yet published  in either  Release  H.15(519) or  the Composite  Quotations,  the
Federal  Funds Rate for  such Federal Funds Interest  Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates
for the last transaction  in overnight Federal Funds  arranged by three  leading
dealers  of Federal Funds  transactions in The  City of New  York, which dealers
have been selected by the Calculation Agent (after consultation with Disney), as
of 9:00 A.M., New York City  time, on such Federal Funds Interest  Determination
Date;  PROVIDED,  HOWEVER, that,  if the  dealers selected  as aforesaid  by the
Calculation Agent are not quoting  as set forth above,  the rate of interest  in
effect for the applicable period will be the same as the interest rate in effect
on such Federal Funds Interest Determination Date.                              

TREASURY RATE NOTES                                                     

    Treasury  Rate Notes  will bear interest  at the  interest rates (calculated
with reference to the Treasury Rate and the Spread or Spread Multiplier, if any)
specified in such Treasury Rate Notes and in an applicable Pricing Supplement.  

    Unless otherwise specified  in an applicable  Pricing Supplement,  "Treasury
Rate"  means, with respect to any Treasury Rate Interest Determination Date, the
rate applicable to the most recent  auction of direct obligations of the  United
States  ("Treasury Bills") having the Index Maturity specified in the applicable
Pricing Supplement, as  such rate is  published in Release  H.15(519) under  the
heading  "Treasury Bills - auction average (investment)" or, if not published by
3:00 P.M.,  New York  City time,  on  the Calculation  Date pertaining  to  such
Treasury  Rate Interest Determination Date,  the auction average rate (expressed
as a bond equivalent on the basis of  a year of 365 or 366 days, as  applicable,
and  applied  on a  daily basis)  as  otherwise announced  by the  United States
Department of the  Treasury. In the  event that  the results of  the auction  of
Treasury  Bills having the specified Index Maturity are not reported as provided
by 3:00  P.M., New  York City  time, on  such Calculation  Date, or  if no  such
auction is held in a particular week, then the Treasury Rate shall be calculated
by  the Calculation Agent and shall be a  yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) of the arithmetic  mean of the secondary market bid rates,  as
of  approximately 3:30 P.M., New York City  time, on such Treasury Rate Interest
Determination Date, of three leading primary United States government securities
dealers (which  may  include  one  or  more  of  the  Agents)  selected  by  the
Calculation  Agent (after consultation  with Disney), for  the issue of Treasury
Bills with  a  remaining  maturity  closest to  the  specified  Index  Maturity;
PROVIDED,  HOWEVER, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting  as set forth  in this sentence, the  rate of interest  in
effect for the applicable period will be the same as the interest rate in effect
on such Treasury Rate Interest Determination Date.                              

PRIME RATE NOTES                                                        

    Prime  Rate Notes will  bear interest at the  interest rate (calculated with
reference to  the  Prime Rate  and  the Spread  or  Spread Multiplier,  if  any)
specified  in such  Prime Rate  Notes and  in an  applicable Pricing Supplement,
except that the initial interest rate for each Prime Rate Note will be the  rate
specified in the applicable Pricing Supplement.                                 

    Unless otherwise specified in an applicable Pricing Supplement, "Prime Rate"
means,  with respect to any Prime Rate Interest Determination Date, the rate set
forth in Release H.15(519) for such date opposite the caption "Bank Prime Loan."
If such rate  is not  so published  by 9:00  A.M., New  York City  time, on  the
Calculation Date, the Prime Rate for such Prime Rate Interest Determination Date
will  be the arithmetic mean of the rates of interest publicly announced by each
bank named on the  Reuters Screen NYMF  Page (as defined  below) as such  bank's
prime  rate  or base  lending rate  as in  effect for  such Prime  Rate Interest
Determination Date as quoted on the Reuters Screen NYMF Page for such Prime Rate
Interest Determination Date,  or if  fewer than four  such rates  appear on  the
Reuters Screen NYMF Page                                                        

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for  such  Prime  Rate  Interest  Determination  Date,  the  rate  shall  be the
arithmetic mean of the prime rates quoted  on the basis of the actual number  of
days  in the year divided by 360 as of  the close of business on such Prime Rate
Interest Determination Date  by at  least two of  the three  major money  center
banks  in  The  City  of  New York  selected  by  the  Calculation  Agent (after
consultation with Disney) from which quotations are requested. If fewer than two
quotations are provided, the Prime Rate  shall be calculated by the  Calculation
Agent  and shall be determined as the arithmetic  mean on the basis of the prime
rates in The City of New York  by the appropriate number of substitute banks  or
trust  companies  organized and  doing  business under  the  laws of  the United
States, or any State  thereof, in each  case having total  equity capital of  at
least  U.S.  $500 million  and being  subject to  supervision or  examination by
Federal or State authority selected by the Calculation Agent (after consultation
with Disney) to  quote such  rate or rates.  Unless otherwise  specified in  the
applicable  Pricing  Supplement, "Reuters  Screen NYMF  Page" means  the display
designated as "NYMF" on the Reuters  Monitor Money Rates Service (or such  other
page  as may replace the NYMF page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks).                

    If in any month the Prime Rate is not published in Release H.15(519) and the
banks or trust companies selected as  aforesaid are not quoting as mentioned  in
the preceding paragraph, the "Prime Rate" for such Interest Reset Period will be
the  same as the Prime Rate for  the immediately preceding Interest Reset Period
(or, if there was not such Interest  Reset Period, the rate of interest  payable
on  the Prime Rate Notes  for which the Prime Rate  is being determined shall be
the Initial Interest Rate).                                                     

CMT RATE NOTES                                                          

    CMT Rate Notes  will bear  interest at  the interest  rate (calculated  with
reference  to the  CMT Rate  and the  Spread and/or  Spread Multiplier,  if any)
specified in the CMT Rate Notes and in the applicable Pricing Supplement.       

    Unless otherwise specified in the applicable Pricing Supplement, "CMT  Rate"
means,  with respect to  any CMT Interest  Determination Date relating  to a CMT
Rate Note or any Floating  Note for which the  interest rate is determined  with
reference  to the CMT  Rate, the rate  displayed on the  Designated CMT Telerate
Page (as defined below) under the caption ". . . Treasury Constant Maturities  .
.  . Federal Reserve Board Release H.15  . . . Mondays Approximately 3:45 P.M.,"
under the column for  the Designated CMT Maturity  Index (as defined below)  for
(i)  if the Designated CMT Telerate Page is  7055, the rate on such CMT Interest
Determination Date and  (ii) if the  Designated CMT Telerate  Page is 7052,  the
week, or the month, as applicable, ended immediately preceding the week in which
the  related CMT Interest Determination  Date occurs. If such  rate is no longer
displayed on the relevant page, or if not displayed by 3:00 P.M., New York  City
time,  on the related Calculation Date, then  the CMT Rate for such CMT Interest
Determination Date  will  be  such  treasury  constant  maturity  rate  for  the
Designated  CMT Maturity Index  as published in the  relevant H.15(519). If such
rate is no longer  published, or if  not published by 3:00  P.M., New York  City
time,  on the related Calculation Date, then  the CMT Rate for such CMT Interest
Determination Date  will  be  such  treasury  constant  maturity  rate  for  the
Designated  CMT Maturity  Index (or  other United  States Treasury  rate for the
Designated CMT  Maturity Index)  for the  CMT Interest  Determination Date  with
respect to such Interest Reset Date as may then be published by either the Board
of  Governors of the Federal  Reserve System or the  United States Department of
the Treasury that the Calculation Agent determines to be comparable to the  rate
formerly  displayed on  the Designated  CMT Telerate  Page and  published in the
relevant H.15(519). If such information is  not provided by 3:00 P.M., New  York
City  time,  on the  related Calculation  Date, then  the CMT  Rate for  the CMT
Interest Determination date will be calculated by the Calculation Agent and will
be a yield to  maturity, based on  the arithmetic mean  of the secondary  market
closing  offer side prices as of approximately 3:30 P.M., New York City time, on
the CMT  Interest  Determination  Date  reported,  according  to  their  written
records,  by three leading  primary United States  government securities dealers
(each, a "Reference  Dealer") in The  City of  New York (which  may include  any
Agent  or  its affiliates)  selected by  the Calculation  Agent (from  five such
Reference Dealers selected  by the  Calculation Agent  (after consultation  with
Disney) and eliminating the highest quotation (or, in the event of equality, one
of  the highest) and the lowest quotation (or,  in the event of equality, one of
the lowest)),  for  the  most  recently issued  direct  noncallable  fixed  rate

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obligations of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of  not less  than such  Designated CMT  Maturity Index  minus one  year. If the
Calculation Agent cannot  obtain three  such Treasury Note  quotations, the  CMT
Rate  for  such  CMT  Interest  Determination Date  will  be  calculated  by the
Calculation Agent and will be a yield  to maturity based on the arithmetic  mean
of  the secondary market  offer side prices  as of approximately  3:30 P.M., New
York City  time, on  the  CMT Interest  Determination  Date of  three  Reference
Dealers  in The City of  New York (from five  such Reference Dealers selected by
the Calculation  Agent  (after consultation  with  Disney) and  eliminating  the
highest  quotation (or, in  the event of  equality, one of  the highest) and the
lowest quotation  (or,  in the  event  of equality,  one  of the  lowest)),  for
Treasury Notes with an original maturity of the number of years that is the next
highest  to the Designated CMT  Maturity Index and a  remaining term to maturity
closest to the Designated CMT Maturity Index  and in an amount of at least  $100
million.  If three or four (and not  five) of such Reference Dealers are quoting
as described above, then the  CMT Rate will be based  on the arithmetic mean  of
the  offer prices obtained and neither the highest nor the lowest of such quotes
will be  eliminated;  PROVIDED, HOWEVER,  that  if fewer  than  three  Reference
Dealers  selected by the Calculation Agent  (after consultation with Disney) are
quoting as described herein, the CMT Rate will be the CMT Rate in effect on such
CMT Interest Determination Date. If two Treasury Notes with an original maturity
as described in the  third preceding sentence have  remaining terms to  maturity
equally  close to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.                  

    "Designated CMT Telerate Page" means the  display on the Dow Jones  Telerate
Service  on the  page designated  in the  applicable Pricing  Supplement (or any
other page  as  may  replace such  page  on  that service  for  the  purpose  of
displaying  Treasury  Constant Maturities  as  reported in  H.15(519)),  for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519).  If
no  such page is specified in  the applicable Pricing Supplement, the Designated
CMT Telerate Page shall be 7052, for the most recent week.                      

    "Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified in
the applicable Pricing  Supplement with respect  to which the  CMT Rate will  be
calculated.  If  no  such  maturity  is  specified  in  the  applicable  Pricing
Supplement, the Designated CMT Maturity Index shall be 2 years.                 

RENEWABLE NOTES                                                                 

    The Company may also issue from  time to time variable rate renewable  notes
(the "Renewable Notes") that will bear interest at the interest rate (calculated
with  reference to a Base Rate and  the Spread and/or Spread Multiplier, if any)
specified in the Renewable Notes and in the applicable Pricing Supplement.      

    The Renewable Notes will mature on an Interest Payment Date as specified  in
the  applicable  Pricing Supplement  (the "Initial  Maturity Date"),  unless the
maturity of all or any  portion of the principal  amount thereof is extended  in
accordance  with the procedures  described below. On  the Interest Payment Dates
specified in the applicable Pricing Supplement (each such Interest Payment Date,
an "Election Date"), the maturity of the Renewable Notes will be extended to the
Interest Payment Date occurring twelve  months after such Election Date,  unless
the  Holder thereof elects to terminate  the automatic extension of the maturity
of the Renewable Notes or  of any portion thereof  having a principal amount  of
$1,000  or any multiple  of $1,000 in  excess thereof by  delivering a notice of
such effect to the Trustee not  less than nor more than  a number of days to  be
specified  in the applicable Pricing Supplement  prior to such Election Date. If
no such notice period  is specified in the  applicable Pricing Supplement,  such
notice  shall be given no less than 30 days  nor more than 60 days prior to such
Election Date. Such option may be exercised with respect to less than the entire
principal amount of the Renewable Notes; provided that the principal amount  for
which  such option is not exercised is at least $1,000 or any larger amount that
is an integral multiple of  $1,000. Notwithstanding the foregoing, the  maturity
of  the Renewable Notes may  not be extended beyond  the Final Maturity Date, as
specified in the applicable Pricing  Supplement (the "Final Maturity Date").  If
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portion of the principal amount of the Renewable Notes and such election is  not
revoked  as described  below, such  portion will become  due and  payable on the
Interest Payment Date falling six months (unless another period is specified  in
the  applicable Pricing Supplement)  after the Election Date  prior to which the
Holder made such election.                                                      

    An election to terminate the automatic extension of maturity may be  revoked
as  to any portion of the Renewable Notes having a principal amount of $1,000 or
any multiple of $1,000 in excess thereof  by delivering a notice to such  effect
to  the  Trustee on  any day  following the  effective date  of the  election to
terminate the automatic  extension of  maturity and prior  to the  date 15  days
before  the date on which such portion would otherwise mature. Such a revocation
may be made for less than the entire principal amount of the Renewable Notes for
which the automatic extension of maturity has been terminated; provided that the
principal amount of  the Renewable Notes  for which the  automatic extension  of
maturity  has been terminated and for which  such a revocation has not been made
is at least $1,000 or any larger amount that is an integral multiple of  $1,000.
Notwithstanding  the foregoing, a  revocation may not be  made during the period
from and including  a Record Date  to but excluding  the immediately  succeeding
Interest Payment Date.                                                          

    An  election to  terminate the  automatic extension  of the  maturity of the
Renewable Notes, if  not revoked  as described above  by the  Holder making  the
election or any subsequent Holder, will be binding upon such subsequent Holder. 

    The  Renewable Notes may  be redeemed in whole  or in part  at the option of
Disney on the Interest  Payment Dates in each  year specified in the  applicable
Pricing  Supplement, commencing with the Interest  Payment Date specified in the
applicable Pricing Supplement, at a redemption price as stated in the applicable
Pricing Supplement, together  with accrued and  unpaid interest to  the date  of
redemption.   Notwithstanding  anything  to  the  contrary  in  this  Prospectus
Supplement, notice of redemption  will be provided by  mailing a notice of  such
redemption  to each Holder  by first class  mail, postage prepaid,  at least 180
days (unless otherwise specified in the applicable Pricing Supplement) prior  to
the date fixed for redemption.                                                  

DISCOUNT NOTES                                                                  

    Discount Notes, and possibly other Notes, may be issued at a price less than
their  "stated  redemption  price at  maturity,"  resulting in  the  Notes being
treated as issued with original issue discount for United States Federal  income
tax  purposes. See "Certain  United States Tax  Consequences to Foreign Currency
Note Holders and to Foreign Purchasers"  herein and "United States Taxation"  in
the  accompanying Prospectus. Discount Notes may bear no interest, except in the
case of a default  in payment of principal  upon acceleration or redemption  (if
applicable),  or may bear no interest for  a specified period following the date
of issue or may bear interest  at a rate that at  the time of issuance is  below
market  rates. If any Maturity of a  Discount Note which bears no interest falls
on a day  that is not  a Business Day  with respect to  such Discount Note,  the
payment  due  at such  Maturity will  be made  on  the following  day that  is a
Business Day with respect to such Discount Note  as if it were made on the  date
such  payment was due and no interest shall  accrue on the amount so payable for
the period from and after such Maturity.                                        

    In the  case of  a default  in  payment of  principal upon  acceleration  or
redemption (if applicable) or at Stated Maturity, the Accreted Value (as defined
below)  of Discount  Notes at  the date  of such  default in  payment shall bear
interest at the  "Yield to Maturity"  specified in the  applicable Note (to  the
extent  that the payment  of such interest shall  be legally enforceable), which
shall accrue from the  date of such  default in payment to  the date payment  of
such  principal  has been  made  or duly  provided  for. Such  interest  will be
computed on the  basis of  a 360-day year  of twelve  30-day months,  compounded
semi-annually.                                                                  

    The  "Accreted Value" of a  Discount Note at any date  shall be equal to (i)
the Original  Issue Price  of the  Note plus  (ii) the  accrued amortization  of
Original    Issue   Discount   of   the   Note   attributable   ratably   on   a

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daily basis to  the period from  and including  the Original Issue  Date to  but
excluding  such date. The calculation of accrual of Original Issue Discount will
be computed on the basis of a  360-day year of twelve 30-day months,  compounded
semi-annually.                                                                  

    If  an Event of Default  with respect to a Discount  Note shall occur and be
continuing, a portion  of the  principal of  the Note  may be  declared due  and
payable  in the manner and to the effect provided in the Indenture. Such portion
shall be  equal  to  the  Accreted  Value  of the  Note  at  the  time  of  such
declaration. Upon payment (i) of such Accreted Value and (ii) of interest on any
overdue Accreted Value (to the extent that the payment of such interest shall be
legally  enforceable), all of Disney's obligations  in respect of the payment of
the principal of and interest, if any, on the Note shall terminate.             

    If a bankruptcy  case is  commenced by or  against Disney  under the  United
States Bankruptcy Code (the "Bankruptcy Code"), it is possible that a portion of
the  face  amount  of a  Discount  Note would  be  treated as  interest  and the
unamortized portion thereof would be treated as unmatured interest under Section
502(b)(2) of the Bankruptcy Code. Unmatured interest is not allowable as part of
a claim  under  Section  502(b)(2)  of  the  Bankruptcy  Code.  Although  it  is
impossible  to predict what  portion, if any,  of the face  amount of a Discount
Note would be  treated as unmatured  interest, one possible  result is that  the
bankruptcy  court might determine the amount  of unmatured interest on such Note
by reference to the amount of amortized original issue discount of such Note for
tax purposes  or  the unamortized  debt  discount  of such  Note  for  financial
accounting purposes. Each method may yield a substantially different result.    

    Holders  of Notes  issued with original  issue discount will  be required to
include the  amount of  original issue  discount in  income in  accordance  with
applicable  provisions of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations  promulgated  thereunder.  Certain  United  States  Federal
income  tax considerations applicable to any Discount Notes are described in the
accompanying Prospectus and any other considerations applicable to any  Discount
Notes may be described in an applicable Pricing Supplement.                     

CURRENCY INDEXED NOTES                                                          

    Notes may be issued, from time to time, with the principal amount payable on
any  principal payment date, or  the amount of interest  payable on any Interest
Payment Date,  to  be determined  by  reference to  the  value of  one  or  more
currencies  (or composite currencies  or currency units).  Information as to the
one or more currencies (or composite currencies or currency units) to which  the
principal amount payable on any principal payment date or the amount of interest
payable on any Interest Payment Date is indexed, the Denominated Currency of the
Note,  the Payment  Currency of  the Note,  any currency  risks relating  to the
specific currencies selected, and certain additional tax considerations, if any,
will be set forth in the applicable Pricing Supplement. The Denominated Currency
and the  Payment Currency  may be  the same  currency or  different  currencies.
Unless  otherwise specified  in the  applicable Pricing  Supplement, interest on
currency indexed Notes shall  be paid in the  Denominated Currency based on  the
face  amount of the Note at the rate per annum and on the dates set forth in the
applicable Pricing Supplement. Currency indexed  Notes may include, but are  not
limited  to, Notes  of the  types described below.  An investment  in a currency
indexed Note involves special tax considerations. See "Certain United States Tax
Consequences to Foreign Currency Note Holders and to Foreign Purchasers."       

CURRENCY LINKED SECURITIES ("CLS")                                      

    CLS are  Notes pursuant  to which  the principal  amount payable  at  Stated
Maturity  equals the Payment  Currency equivalent at Stated  Maturity of a fixed
amount of a designated  currency (or composite currency  or currency unit)  (the
"Indexed  Currency"). Generally, the  fixed amount of  Indexed Currency to which
the principal of a CLS  will be linked will be  approximately equal in value  to
the  face amount of  the CLS in  the Denominated Currency  based on the exchange
rate between the Indexed Currency and the Denominated Currency in effect at  the
time  of pricing. The Denominated Currency, the Indexed Currency and the Payment
Currency shall be identified in the applicable Pricing Supplement. In  addition,

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the  fixed amount of the  Indexed Currency to which the  principal of the CLS is
linked shall be set  forth in the applicable  Pricing Supplement for a  specific
representative  face amount of the CLS as  well as for the aggregate face amount
of all CLS forming part of the same issue (the "Conversion Reference Amount").  

    Holders of CLS may receive an amount of principal greater than, less than or
equal in value to the face amount of CLS, depending on the change, if any,  from
the  issue date to the  date which is two Exchange  Rate Days (as defined below)
prior to Stated  Maturity, in  the relative  exchange rates  of the  Denominated
Currency, the Payment Currency and the Indexed Currency.                        

    If  the Payment  Currency and  the Indexed  Currency are  not the  same, the
Payment Currency equivalent of the Indexed Currency amount on any date shall  be
determined in the manner specified in the applicable Pricing Supplement.        

REVERSE CURRENCY LINKED SECURITIES ("REVERSE CLS")                      

    Reverse  CLS are  Notes pursuant  to which  the principal  amount payable at
Stated Maturity equals the Payment Currency  equivalent at Stated Maturity of  a
fixed  amount  of a  designated currency  (or  composite currencies  or currency
units) (the "First Indexed Currency") minus  the amount of the Payment  Currency
equivalent  at Stated Maturity of a  fixed amount of another designated currency
(or composite  currency  or  currency unit)  (the  "Second  Indexed  Currency");
PROVIDED,  HOWEVER, that the minimum principal amount payable at Stated Maturity
shall be zero.  Generally, the  fixed amount of  the First  Indexed Currency  to
which  the principal of a Reverse CLS will be linked will be approximately equal
in value  to  twice the  face  amount of  the  Reverse CLS  in  the  Denominated
Currency,  and the  fixed amount  of the  Second Indexed  Currency to  which the
principal of a Reverse CLS will be  linked will be approximately equal in  value
to  the face amount of the Reverse CLS in the Denominated Currency, in each case
based on the  exchange rate between  each Indexed Currency  and the  Denominated
Currency in effect at the time of pricing.                                      

    Holders of Reverse CLS may receive an amount of principal greater than, less
than  (with a  minimum of  zero) or  equal in  value to  the face  amount of the
Reverse CLS, depending on the  change, if any, from the  issue date to the  date
which  is  two Exchange  Rate  Days prior  to  Stated Maturity  in  the relative
exchange rates of the Denominated Currency,  the Payment Currency and the  First
and Second Indexed Currencies.                                                  

    The  Denominated Currency, the  First and Second  Indexed Currencies and the
Payment Currency will  be identified  in the applicable  Pricing Supplement.  In
addition,  the fixed amounts of the First and Second Indexed Currencies to which
the principal of the Reverse CLS is linked shall be set forth in the  applicable
Pricing  Supplement for a specific representative face amount of the Reverse CLS
as well as for the aggregate face amount of all Reverse CLS forming part of  the
same  issue  (respectively,  the  "First Conversion  Reference  Amount"  and the
"Second Conversion Reference Amount").                                          

    If the Payment Currency and the First Indexed Currency or the Second Indexed
Currency are not the same, the Payment Currency equivalent of the First  Indexed
Currency  amount or the Second  Indexed Currency amount, as  the case may be, on
any date shall be determined in  the manner specified in the applicable  Pricing
Supplement.                                                                     

MULTICURRENCY CURRENCY LINKED SECURITIES ("MULTICURRENCY CLS")          

    Multicurrency  CLS are Notes pursuant to  which the principal amount payable
at Stated Maturity equals the Payment Currency equivalent at Stated Maturity  of
a  fixed amount  of a  designated currency  (or composite  currency) (the "First
Indexed Currency")  plus or  minus  the Payment  Currency equivalent  at  Stated
Maturity  of  a  fixed amount  of  a  second designated  currency  (or composite
currency) (the "Second  Indexed Currency")  plus or minus  the Payment  Currency
equivalent  at Stated Maturity of a fixed  amount of a third designated currency
(or composite currency) (the "Third Indexed Currency"); PROVIDED, HOWEVER,  that
the  minimum  principal  amount  payable  at  Stated  Maturity  shall  be  zero.
Generally, the added and subtracted fixed amounts of the First, Second and Third
Indexed Currencies (each,  an "Indexed Currency")  to which the  principal of  a
Multicurrency CLS will be linked will have an                                   

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aggregate  value approximately equal to the face amount of the Multicurrency CLS
in the  Denominated  Currency  based  on exchange  rates  between  each  Indexed
Currency and the Denominated Currency in effect at the time of pricing.         

    Holders  of Multicurrency  CLS may  receive an  amount of  principal greater
than, less than (with a minimum of zero) or equal in value to the face amount of
the Multicurrency CLS, depending on the change,  if any, from the issue date  to
the  date which  is two  Exchange Rate  Days prior  to Maturity  in the relative
exchange rates for the Denominated Currency, the Payment Currency and the First,
Second and Third Indexed Currencies.                                            

    The Denominated Currency,  each Indexed Currency,  the Payment Currency  and
whether  the fixed amounts of the Second  and Third Indexed Currencies are to be
added or subtracted to determine the principal amount payable at Stated Maturity
of  the  Multicurrency  CLS  shall  be  set  forth  in  the  applicable  Pricing
Supplement.  In  addition, the  fixed  amounts of  the  First, Second  and Third
Indexed Currencies to  which the principal  of the Multicurrency  CLS is  linked
shall  be  set  forth  in  the  applicable  Pricing  Supplement  for  a specific
representative face amount of the Multicurrency CLS as well as for the aggregate
face  amount  of  all  Multicurrency  CLS   forming  part  of  the  same   issue
(respectively,  the "First Conversion Reference  Amount," the "Second Conversion
Reference  Amount"  and  the  "Third   Conversion  Reference  Amount,"  each   a
"Conversion  Reference Amount"). As used  herein, "Added Indexed Currency" means
the First  Indexed Currency  and any  other Indexed  Currency that  is added  to
determine  the principal amount payable at Maturity of the Multicurrency CLS and
a "Subtracted Indexed Currency" means an Indexed Currency that is subtracted  to
determine  the principal amount payable at  Stated Maturity of the Multicurrency
CLS.                                                                            

    If any Added Indexed Currency or  Subtracted Index Currency is not the  same
as  the Payment Currency, the Payment  Currency equivalent of such Added Indexed
Currency amount or the Subtracted Index Currency amount, as the case may be,  on
any  date shall be determined in the  manner specified in the applicable Pricing
Supplement.                                                                     

PAYMENTS UPON ACCELERATION OF MATURITY                                  

    If the principal amount payable at  the Stated Maturity of any CLS,  Reverse
CLS  or Multicurrency CLS shall be declared due and payable prior to such Stated
Maturity, the amount  payable with  respect to  such Note  will be  paid in  the
Denominated  Currency and will equal  the face amount of  such Note plus accrued
interest to but excluding the date of payment.                                  

NOTES LINKED TO COMMODITY PRICES, EQUITY INDICES OR OTHER FACTORS               

    Notes may be issued, from time to time, with the principal amount payable on
any principal payment date,  or the amount of  interest payable on any  Interest
Payment  Date, to be  determined by reference  to one or  more commodity prices,
equity indices or other factors and on such  other terms as may be set forth  in
the relevant Pricing Supplement.                                                

PAYMENTS ON AMORTIZING NOTES                                                    

    Notes  may  be issued  from time  to  time as  Amortizing Notes  (as defined
below). "Amortizing  Notes"  are  Notes  for which  payments  of  principal  and
interest  are made in equal installments over  the life of the Note. Interest on
each Amortizing Note will be computed on  the basis of a 360-day year of  twelve
30-day  months. Payments with respect to  Amortizing Notes will be applied first
to interest due  and payable thereon  and then  to the reduction  of the  unpaid
principal amount thereof. A table setting forth repayment information in respect
of  each Amortizing Note will be provided  to the original purchaser and will be
available, upon request, to subsequent holders.                                 

EXTENSION OF MATURITY                                                           

    The Pricing Supplement relating  to each Note  will indicate whether  Disney
has  the option to extend the Stated Maturity of such Note for one or more whole
year periods (each an "Extension Period") up to                                 

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but not beyond the date  (the "Final Maturity Date")  set forth in such  Pricing
Supplement  and the basis or  formula, if any, for  setting the interest rate or
the Spread or  Spread Multiplier, as  the case  may be, applicable  to any  such
Extension Period.                                                               

    Disney  may exercise  such option  with respect to  a Note  by notifying the
Trustee of such  exercise at least  45 but not  more than 60  days prior to  the
Stated Maturity of such Note in effect prior to the exercise of such option (the
"Original  Stated Maturity Date"). No  later than 40 days  prior to the Original
Stated Maturity Date, the Trustee will mail to the holder of such Note a  notice
(the "Extension Notice") relating to such Extension Period, first class, postage
prepaid,  setting forth (i) the election of Disney to extend the Stated Maturity
of such Note, (ii) the new Stated Maturity, (iii) in the case of the Fixed  Rate
Note,  the interest rate applicable to the Extension Period or, in the case of a
Floating Rate Note, the Spread or Spread Multiplier applicable to the  Extension
Period,  and (iv)  the provisions, if  any, for redemption  during the Extension
Period, including the date  or dates on  which or the  period or periods  during
which  and the  price or prices  at which  such redemption may  occur during the
Extension Period. Upon the mailing by the Trustee of an Extension Notice to  the
holder  of  a  Note,  the  Stated  Maturity  of  such  Note  shall  be  extended
automatically as set forth in the  Extension Notice, and, except as modified  by
the Extension Notice and as described in the next paragraph, such Note will have
the same terms as prior to the mailing of such Extension Notice.                

    Notwithstanding  the foregoing, not later than 20 days prior to the Original
Stated Maturity Date for a Note, Disney may, at its option, revoke the  interest
rate,  in the case of a Fixed Rate  Note, or the Spread or Spread Multiplier, in
the case of  a Floating  Rate Note,  provided for  in the  Extension Notice  and
establish  a higher interest rate, in the case of a Fixed Rate Note, or a higher
Spread or  Spread Multiplier,  in the  case of  a Floating  Rate Note,  for  the
Extension Period by mailing or causing the Trustee to mail notice of such higher
interest  rate or higher Spread or Spread  Multiplier, as the case may be, first
class, postage  prepaid,  to the  holder  of such  Note.  Such notice  shall  be
irrevocable.  All  Notes  with respect  to  which  the Stated  Maturity  Date is
extended will bear such higher interest rate, in the case of a Fixed Rate  Note,
or  higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for
the Extension Period.                                                           

    If Disney elects to extend the Stated Maturity of a Note, the Holder of such
Note may, if provided for in the applicable Pricing Supplement, have the  option
to  elect repurchase of such Note by Disney on the Original Stated Maturity Date
at a price equal to  the principal amount thereof  plus any accrued interest  to
such  date. In  order for  a Note to  be so  repurchased on  the Original Stated
Maturity Date, the  Holder thereof must  follow the procedures  set forth  above
under  "Redemption and Repurchase"  for repurchase at the  option of the Holder,
except that the period for delivery of such Note or notification to the  Trustee
shall  be at least 30 but  not more than 35 Business  Days prior to the Original
Stated Maturity  Date and  except that  a Holder  who has  tendered a  Note  for
Repurchase  pursuant  to  an Extension  Notice  may,  by written  notice  to the
Trustee, revoke any such tender for repayment until the close of business on the
tenth day prior to the Original Stated Maturity Date.                           

BOOK-ENTRY NOTES                                                                

    Upon issuance, all  Book-Entry Notes  having the same  original issue  date,
Stated  Maturity and  otherwise having  identical terms  and provisions  will be
represented by a single global  security (each, a "Global Security");  PROVIDED,
HOWEVER,  that if  by reason  of the foregoing,  a single  Global Security would
exceed $150,000,000 in aggregate principal  amount, one Global Security will  be
issued  to  represent each  $150,000,000 of  aggregate  principal amount  and an
additional Global Security will be  issued to represent any remaining  principal
amount.  Each Global  Security representing  Book-Entry Notes  will be deposited
with, or on  behalf of,  the Depository.  Except as  set forth  below, a  Global
Security may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another
nominee  of the Depository or by the Depository or any nominee to a successor of
the Depository or a nominee of such successor.                                  

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    The Depository Trust Company, New York, New York ("DTC") will be the initial
Depository  with respect to the Book-Entry Notes. DTC has advised Disney and the
Agents that it is a limited-purpose  trust company organized under the New  York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning  of  the  New  York  Uniform Commercial  Code  and  a  "clearing agency"
registered pursuant to the  provisions of Section 17A  of the Exchange Act.  DTC
was  created  to  hold securities  of  its  participants and  to  facilitate the
settlement of securities transactions, such as transfers and pledges, among  its
participants  in  such  securities  through  electronic  computerized book-entry
changes in  accounts  of the  participants,  thereby eliminating  the  need  for
physical   movement  of  securities  certificates.  DTC's  participants  include
securities brokers and dealers (including  the Agents), banks, trust  companies,
clearing  corporations  and certain  other organizations,  some of  whom (and/or
their representatives)  own  DTC. Access  to  DTC's book-entry  system  is  also
available  to others, such  as banks, brokers, dealers  and trust companies that
clear through or maintain  a custodial relationship  with a participant,  either
directly  or indirectly. Persons  who are not  participants may beneficially own
securities held by DTC only through participants.                               

    Upon the issuance  by Disney  of Book-Entry  Notes represented  by a  Global
Security,  the  Depository  will  credit,  on  its  book-entry  registration and
transfer system,  the  respective  principal amounts  of  the  Book-Entry  Notes
represented  by  such  Global  Security to  the  accounts  of  participants. The
accounts to be  credited shall be  designated by the  Agents or underwriters  of
such  Book-Entry Notes, or Disney, if such Book-Entry Notes are offered and sold
directly by Disney, as the case may  be. Ownership of beneficial interests in  a
Global  Security will be limited to  participants or persons that hold interests
through participants.  Ownership of  beneficial  interests in  Book-Entry  Notes
represented  by  a Global  Security  or Securities  will  be shown  on,  and the
transfer of that ownership will be effected only through, records maintained  by
the Depository (with respect to interests of participants in the Depository), or
by  participants in  the Depository or  persons that may  hold interests through
such participants  (with  respect to  persons  other than  participants  in  the
Depository).  The  laws  of  some  states  require  that  certain  purchasers of
securities take physical delivery  of such securities  in definitive form.  Such
limits  and such laws may impair the ability to transfer beneficial interests in
a Global Security.                                                              

    So long as  the Depository for  a Global  Security, or its  nominee, is  the
registered  owner of the Global Security, the  Depository or its nominee, as the
case may be, will be considered the sole owner or holder of the Book-Entry Notes
represented by such Global Security for all purposes under the Indenture. Except
as  provided  below,  owners  of   beneficial  interests  in  Book-Entry   Notes
represented  by a  Global Security  or Securities will  not be  entitled to have
Book-Entry Notes represented by such Global Security registered in their  names,
will not receive or be entitled to receive physical delivery of Book-Entry Notes
in  definitive form  and will  not be considered  the owners  or Holders thereof
under the Indenture.                                                            

    Payments of  principal of  and interest,  if any,  on the  Book-Entry  Notes
represented by a Global Security registered in the name of the Depository or its
nominee  will be  made by Disney  through the  Trustee to the  Depository or its
nominee, as the case may be, as the registered owner of a Global Security.  None
of  Disney,  the  Trustee, the  Paying  Agent  or the  Registrar  will  have any
responsibility or  liability  for any  aspect  of  the records  relating  to  or
payments  made on account of beneficial ownership interests of a Global Security
or for  maintaining,  supervising or  reviewing  any records  relating  to  such
beneficial ownership interests. Disney expects that the Depository, upon receipt
of  any payment of principal  or interest in respect  of a Global Security, will
immediately credit  the accounts  of the  related participants  with payment  in
amounts  proportionate  to  their  respective holdings  in  principal  amount of
beneficial interest  in such  Global Security  as shown  on the  records of  the
Depository.  Disney  also expects  that payments  by  participants to  owners of
beneficial interests in a Global Security will be governed by standing  customer
instructions  and customary practices,  as is now the  case with securities held
for the accounts of customers in bearer form or registered in "street name"  and
will be the responsibility of such participants.                                

    If  the Depository with respect  to any Global Security  or Securities is at
any time  unwilling  or  unable  to  continue  as  Depository  and  a  successor
Depository  is  not  appointed  by  Disney within  90  days,  Disney  will issue
Definitive Notes in exchange for the Book-Entry Notes represented by such Global
Security or                                                                     

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Securities. In  addition, Disney  may at  any time  and in  its sole  discretion
determine  not to have a Global Security or Securities, and, in such event, will
issue Definitive Notes in exchange for the Book-Entry Notes represented by  such
Global Security or Securities.                                                  

IMPORTANT CURRENCY INFORMATION

    Unless  otherwise specified in the applicable Pricing Supplement, purchasers
are required  to  pay  for  Notes in  the  applicable  Denominated  Currency  in
immediately  available  funds. Currently,  there are  limited facilities  in the
United States for conversion of U.S. dollars into foreign currencies,  composite
currencies,  or  currency units  and vice  versa, and  few banks  offer non-U.S.
dollar checking or savings account facilities in the United States. However,  if
requested  by  a prospective  purchaser of  Notes  denominated in  a Denominated
Currency other than  U.S. dollars, the  Agent soliciting the  offer to  purchase
will  use reasonable efforts to arrange for  the conversion of U.S. dollars into
such Denominated Currency to  enable the purchaser to  pay for such Notes.  Such
requests  must be made on or before the fifth Business Day preceding the date of
delivery of the Notes, or by such  other date as determined by such Agent.  Each
such  conversion will be made by the relevant Agent on such terms and subject to
such conditions, limitations  and charges as  such Agent may  from time to  time
establish in accordance with its regular foreign exchange practice. All costs of
exchange will be borne by purchasers of the Notes.                              

    For  purposes of determining whether the  Holders of the requisite principal
amount of outstanding Securities have taken  or authorized any action under  the
Indenture,  the principal amount of a Note  denominated in a currency other than
the U.S. dollar at any  time outstanding shall be deemed  to be the U.S.  dollar
equivalent,  determined on the basis of the  Market Exchange Rate as of the date
of the original issuance of such Note, of the principal amount of such Note.    

FOREIGN CURRENCY RISKS

EXCHANGE RATES AND EXCHANGE CONTROLS                                            

    An investment in Notes that are denominated in a Denominated Currency  other
than  U.S. dollars, or  in respect of  which the Payment  Currency is other than
U.S. dollars, entails significant risks (over which Disney has no control)  that
are not associated with a similar investment in a security denominated, and with
respect to which principal and interest are payable, in U.S. dollars. Such risks
include,  without limitation, the possibility of significant changes in the rate
of exchange between the U.S. dollar and the applicable Denominated Currency  and
Payment  Currency  and  the possibility  of  the imposition  or  modification of
foreign exchange controls by  either the United  States or foreign  governments,
which  risks generally depend on economic and political events. In recent years,
rates of exchange between  the U.S. dollar and  certain foreign currencies  have
been  highly volatile and such volatility may  occur in the future. The exchange
rate between  the U.S.  dollar and  a foreign  currency, composite  currency  or
currency  unit is  at any  moment a  result of  the supply  and demand  for such
currency or the currencies comprising such composite currency or currency  unit,
and  changes in the rate result over  time from the interaction of many factors,
among which are rates of inflation,  interest rate levels, balances of  payments
and  the extent of governmental  surpluses or deficits in  the countries of such
currencies. These factors  are in  turn sensitive  to the  monetary, fiscal  and
trade  policies  pursued  by  such  governments  and  those  of  other countries
important to international  trade and  finance. Fluctuations  in any  particular
exchange  rate that  have occurred in  the past are  not necessarily indicative,
however, of fluctuations in the rate that may occur during the term of any Note.
Depreciation against the  U.S. dollar of  the Payment Currency  of a Note  would
result  in a decrease in the effective yield  of such Note below its coupon rate
and, in certain circumstances, could result in a loss to the investor on a  U.S.
dollar  basis. In addition, depending on the specific terms of a currency linked
Note, changes in exchange rates relating  to any of the currencies involved  may
result  in a decrease in  its effective yield and,  in some circumstances, could
result in a loss of all or a  substantial portion of the principal of a Note  to
the investor.                                                                   

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    The  information  set forth  in this  Prospectus  Supplement is  directed to
prospective purchasers  who  are  residents  of the  United  States  and  Disney
disclaims  any responsibility to advise prospective purchasers who are residents
of countries  other than  the United  States with  respect to  matters that  may
affect the purchase, holding or receipt of payments of principal of, premium, if
any,  and interest  on the Notes.  Persons who  are not residents  of the United
States should consult their own legal advisors with regard to such matters.     

INDEXED NOTES RISKS 

    An investment in Notes indexed, as to principal or interest or both, to  one
or  more  values of  currencies (including  exchange rates  between currencies),
commodities or  interest rate  indices entails  significant risks  that are  not
associated  with similar investments in a conventional fixed-rate debt security.
If the interest rate of such a Note is so indexed, it may result in an  interest
rate  that is less than that payable  on a conventional fixed-rate debt security
issued at the  same time,  including the possibility  that no  interest will  be
paid,  and, if the principal amount of such  a Note is so indexed, the principal
amount payable at maturity may be less than the original purchase price of  such
Note  if allowed pursuant to  the terms of such  Note, including the possibility
that no principal  will be paid.  The secondary  market for such  Notes will  be
affected  by a  number of  factors, independent  of the  creditworthiness of the
issuer and the  value of  the applicable  currency, commodity  or interest  rate
index,  including  the  volatility  of  the  applicable  currency,  commodity or
interest rate  index, the  time remaining  to the  maturity of  such Notes,  the
amount  outstanding of such  Notes and market  interest rates. The  value of the
applicable currency, commodity  or interest rate  index depends on  a number  of
interrelated  factors, including economic, financial  and political events, over
which Disney has no control. Additionally, if the formula used to determine  the
principal  amount  or interest  payable with  respect to  such Notes  contains a
multiple or  leverage  factor,  the  effect of  any  change  in  the  applicable
currency,  commodity or  interest rate index  will be  increased. The historical
experience of  the relevant  currencies, commodities  or interest  rate  indices
should  not be taken as an indication  of future performance of such currencies,
commodities or interest  rate indices during  the term of  any Note. The  credit
ratings  assigned  to  Disney's medium-term  note  program are  a  reflection of
Disney's credit status, and, in no way, are a reflection of the potential impact
of the factors discussed above, or any other factors, on the market value of the
Notes. Accordingly, prospective investors should consult their own financial and
legal advisors as to the risks entailed  by an investment in such Notes and  the
suitability of such Notes in light of their particular circumstances.           

    THIS  PROSPECTUS SUPPLEMENT AND THE ATTACHED  PROSPECTUS DO NOT DESCRIBE ALL
THE RISKS OF AN INVESTMENT IN NOTES  DENOMINATED IN, OR THE PAYMENT OF WHICH  IS
RELATED  TO THE VALUE OF, A FOREIGN CURRENCY OR A COMPOSITE CURRENCY OR CURRENCY
UNIT OR NOTES INDEXED TO CURRENCY  VALUES, COMMODITIES OR INTEREST RATE  INDICES
AND DISNEY DISCLAIMS ANY RESPONSIBILITY TO ADVISE PROSPECTIVE PURCHASERS OF SUCH
RISKS  AS THEY EXIST AT THE DATE OF  THIS PROSPECTUS SUPPLEMENT OR AS SUCH RISKS
MAY CHANGE  FROM  TIME TO  TIME.  PROSPECTIVE PURCHASERS  SHOULD  CONSULT  THEIR
FINANCIAL,  LEGAL AND TAX ADVISORS AS TO  THE RISKS ENTAILED IN AN INVESTMENT IN
FOREIGN CURRENCY  NOTES OR  INDEXED NOTES.  SUCH NOTES  ARE NOT  AN  APPROPRIATE
INVESTMENT  FOR PROSPECTIVE PURCHASERS  WHO ARE UNSOPHISTICATED  WITH RESPECT TO
FOREIGN CURRENCY OR INDEXED TRANSACTIONS.                                       

GOVERNING LAW AND FOREIGN CURRENCY JUDGMENTS                                    

    The Indenture and the Notes will be governed by, and construed in accordance
with, the laws  of the State  of New York.  An action based  upon an  obligation
denominated  in a Denominated Currency other than U.S. dollars can be brought in
courts in  the United  States. However,  courts in  the United  States have  not
customarily  rendered judgments  for money  damages denominated  in any currency
other than the U.S. dollar. A recent amendment to the Judiciary Law of the State
of New  York  provides,  however,  that  an  action  based  upon  an  obligation
denominated  in  a currency  other than  U.S.  dollars will  be rendered  in the
foreign currency of the underlying obligation and converted into U.S. dollars at
a rate  of exchange  prevailing on  the date  of the  entry of  the judgment  or
decree.                                                                         

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CERTAIN UNITED STATES TAX CONSEQUENCES TO FOREIGN 
CURRENCY NOTE HOLDERS AND TO FOREIGN PURCHASERS 

    Set  forth below is  a summary of  certain United States  Federal income tax
consequences to United States Holders (Holders who are not United States  Aliens
as defined below) of the ownership and disposition of Notes that are denominated
in  a Denominated Currency  other than U.S.  dollars or as  to which the Payment
Currency is other than U.S. dollars ("Foreign Currency Notes") and to Holders of
the Notes who  are United States  Aliens (as  defined below). For  a summary  of
certain  other Federal income tax consequences to the original purchasers of the
Notes, such as the required inclusion of any original issue discount in  income,
see  "United States Taxation" in the  accompanying Prospectus. This summary does
not discuss all of the aspects of Federal income taxation which may be  relevant
to  particular investors  in light  of their  personal investment circumstances,
such as Notes held by an investor  as a hedge or hedged against currency  risks,
or  to investors subject  to special rules.  In addition, this  summary does not
discuss any foreign,  state or local  income or other  tax considerations.  This
summary  is based upon the  provisions of the Internal  Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations, administrative rulings and  judicial
decisions  that are in effect as of  the date of this Prospectus Supplement, all
of which are subject to change.  The discussion below generally deals only  with
Notes  held as  capital assets (generally,  property held for  investment) by an
original purchaser.  Prospective investors  should  consult their  tax  advisors
regarding the Federal, state, local or foreign income and other tax consequences
of purchasing, holding and disposing of the Notes.                              

    For  purposes of this  summary, "United States Alien"  means any person who,
for Federal income tax purposes, is  a foreign corporation, a nonresident  alien
individual,  a nonresident  alien fiduciary  of a foreign  estate or  trust or a
foreign partnership one or more of the  members of which is, for Federal  income
tax  purposes,  a  foreign  corporation, a  nonresident  alien  individual  or a
nonresident alien fiduciary of a foreign estate or trust.                       

FOREIGN CURRENCY NOTES                                                          

    For purposes of the following discussion, it is assumed that the  functional
currency of a United States Holder is the U.S. dollar.                          

INTEREST PAYMENTS AND ORIGINAL ISSUE DISCOUNT                           

    Interest  on a  Foreign Currency Note  paid in a  specified foreign currency
will generally be  taxable to  a United States  Holder in  accordance with  such
Holder's  method of accounting for tax purposes, and any original issue discount
must be included  in income  as it accrues.  Regardless of  whether an  interest
payment  is in  fact converted  to U.S. dollars,  the amount  of interest income
(including any original issue discount) required  to be included in income  (the
"Includible Amount") will generally be (i) in the case of a cash basis taxpayer,
the  U.S. dollar  value of  the foreign currency  interest payment  based on the
exchange rate in effect on the date of receipt of the payment plus the amount of
any accrued original issue discount, as described below, and (ii) in the case of
an accrual basis taxpayer, the average U.S. dollar value of the accrued  amounts
based  on the average exchange rate in effect during the interest accrual period
(unless an election is made pursuant to Treasury Regulations to use a  different
exchange  rate). Such U.S.  dollar value will  be the Holder's  tax basis in the
foreign currency. The amount  of original issue discount  on a Foreign  Currency
Note  required to be included in income  will be computed for any accrual period
in the relevant foreign  currency and then translated  into a U.S. dollar  value
based on the average exchange rate in effect during such accrual period.        

    An  accrual basis taxpayer will  be required to recognize  gain or loss upon
the receipt of  interest payments in  a foreign currency  on a Foreign  Currency
Note,  which gain or  loss is attributable to  fluctuations in currency exchange
rates ("Exchange Gain or Loss") between the dates of accrual and receipt,  equal
to  the U.S. dollar value of the  foreign currency payment based on the exchange
rate in  effect on  the date  of receipt  of such  payment less  the  Includible
Amount.  Similarly, both  accrual and cash  basis taxpayers will  be required to
include  in  income  Exchange   Gain  or  Loss  on   the  receipt  of   payments

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made  in  a foreign  currency  attributable to  accrued  but unpaid  interest or
original issue  discount upon  the sale,  exchange or  retirement of  a  Foreign
Currency Note. Any such Exchange Gain or Loss will be treated as ordinary income
or loss.                                                                        

PURCHASE, SALE AND RETIREMENT OF THE FOREIGN CURRENCY NOTES             

    A  United States Holder's tax  basis in a Foreign  Currency Note will be the
U.S. dollar value of the foreign currency amount paid for such Foreign  Currency
Note based on the exchange rate in effect on the date of purchase of the Foreign
Currency Note, plus the U.S. dollar value of any accrued original issue discount
on  the Foreign Currency Note  which the Holder has  included in gross income. A
Holder who converts U.S. dollars to a foreign currency and immediately uses that
currency to purchase a  Foreign Currency Note denominated  in the same  currency
will  ordinarily not  recognize Exchange  Gain or  Loss in  connection with such
conversion and purchase.  If a  Holder purchases  a Foreign  Currency Note  with
previously  owned foreign currency,  the Holder will  recognize Exchange Gain or
Loss in an amount  equal to the  difference, if any,  between such Holder's  tax
basis  in the  foreign currency  and the  U.S. dollar  fair market  value of the
Foreign Currency  Note based  on the  exchange rate  in effect  on the  date  of
purchase.  Gain or loss will be recognized upon the sale, exchange or retirement
of a  Foreign Currency  Note  equal to  the U.S.  dollar  value of  the  foreign
currency  received upon such disposition  less the U.S. dollar  tax basis in the
Foreign Currency Note.  Such gain or  loss that is  recognized will be  ordinary
income  or loss  to the extent  it is  Exchange Gain or  Loss. Any  gain or loss
recognized in excess of the Exchange Gain or Loss will be capital gain or loss. 

EXCHANGE OF THE FOREIGN CURRENCY                                        

    Foreign currency received or accrued as interest on a Foreign Currency  Note
or  on the sale or retirement  of a Foreign Currency Note  will have a tax basis
equal to its U.S. dollar value based on the exchange rate in effect at the  time
such  interest is received or accrues or at  the time of sale or retirement. Any
gain or loss recognized on a sale  or other disposition of the foreign  currency
will be ordinary income or loss.                                                

HOLDERS WHO ARE UNITED STATES ALIENS                                            

    Under   present  Federal  income  and   estate  tax  law,  assuming  certain
certification requirements are  satisfied (which include  identification of  the
beneficial  owner of  the instrument), and  subject to the  discussion of backup
withholding below:                                                              

        (a) payments of interest (including any original issue discount) on  the
    Notes  to any  United States  Alien Holder  will not  be subject  to Federal
    income or withholding tax, provided that (1) the Holder does not actually or
    constructively own 10%  or more of  the total combined  voting power of  all
    classes  of stock of  Disney entitled to vote,  (2) the Holder  is not (i) a
    foreign tax-exempt organization or a foreign private foundation for  Federal
    income  tax  purposes, (ii)  a bank  receiving interest  pursuant to  a loan
    agreement entered into in  the ordinary course of  its trade or business  or
    (iii)  a controlled  foreign corporation that  is related  to Disney through
    stock ownership and (3) such interest payments are not effectively connected
with a United States trade or business;                                 

        (b) a Holder of a Note who is a United States Alien will not be  subject
    to  Federal income tax on gain realized on the sale, exchange, retirement or
    other disposition of a Note, unless (1) such Holder is an individual who  is
    present  in the United States  for 183 days or  more during the taxable year
    and who has a tax home in the United States, or (2) the gain is  effectively
connected with a United States trade or business of the Holder;         

        (c)  a Note  held by an  individual who  at the time  of death  is not a
    citizen or resident  of the  United States will  not be  subject to  Federal
    estate tax as a result of such individual's death unless (1) the income from
    the  Note is effectively connected with a United States trade or business of
    the Holder, or  (2) the individual  actually or constructively  owns 10%  or
    more  of the total combined  voting power of all  classes of stock of Disney
entitled to vote.                                                       

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BACKUP WITHHOLDING AND INFORMATION REPORTING                                    

    Under current Federal income tax law, information reporting and a 31% backup
withholding tax  are required  with respect  to certain  interest and  principal
payments made to, and the proceeds of sales before maturity received by, certain
United  States Holders  if such persons  fail to  supply taxpayer identification
numbers and other information. Interest paid with respect to a Note, and payment
of the proceeds from a sale of a Note to or through the United States office  of
a  broker, received by a United States  Alien will not be subject to information
reporting and  backup withholding  if  the payor  has received  the  appropriate
certification statements (noted above). The appropriate certification procedures
require  that the Holder certify  as to its status as  a United States Alien and
provide its name  and address. In  addition, payments of  the proceeds from  the
sale  of a Note to or through a foreign office of a broker or the foreign office
of a custodian, nominee or other agent acting on behalf of such beneficial owner
of a Note will  not be subject to  information reporting or backup  withholding,
except  that if the broker, custodian, nominee or other agent is a United States
person, a controlled foreign  corporation for Federal income  tax purposes or  a
foreign  person 50% or more of whose gross  income is from a United States trade
or business, information reporting may be required with respect to payments made
to the owner. Under proposed  regulations, however, backup withholding will  not
apply unless such broker, custodian, nominee or other agent has actual knowledge
that the owner is a United States person.                                       

    Any  amounts withheld under the backup withholding rules from a payment to a
Holder would be allowed as  a refund or a  credit against such Holder's  Federal
income tax liability, provided that the required information is furnished to the
Internal Revenue Service.                                                       

PLAN OF DISTRIBUTION

    The Notes are being offered on a continuing basis for sale by Disney through
CS  First  Boston Corporation,  Goldman, Sachs  &  Co., Lehman  Brothers, Lehman
Brothers Inc.  (including its  affiliate,  Lehman Government  Securities  Inc.),
Merrill  Lynch &  Co., Merrill  Lynch, Pierce,  Fenner &  Smith Incorporated and
Morgan Stanley  & Co.  Incorporated  (each, an  "Agent," and  collectively,  the
"Agents"),  who  have agreed  to use  their reasonable  best efforts  to solicit
offers to purchase the Notes. Disney will pay the Agent through which a Note has
been sold a commission which, depending on the Stated Maturity of such Note  or,
in  the case of Notes which are subject to repurchase by Disney at the option of
the Holder, the period of  time until the first  purchase date specified in  the
applicable  Note, will range from .125% to  .750% of the principal amount (or in
the case of a Discount Note, the price  to public) of such Note, except that  in
the  case of a  Note with a  Stated Maturity 30  years or more  from the date of
issuance such commission shall be determined by Disney and the relevant Agents. 

    Disney may  also  sell  Notes to  an  Agent,  as principal,  for  resale  to
investors  or other purchasers. In addition, the Agents may offer the Notes they
have purchased as principal to other dealers.  The Agents may sell Notes to  any
dealer  at a discount and, unless  otherwise specified in the applicable Pricing
Supplement, such discount allowed  to any dealer  will not be  in excess of  the
discount to be received by such Agent from Disney. Unless otherwise indicated in
the  applicable Pricing Supplement, any Notes sold to an Agent as principal will
be purchased by  such Agent at  a price equal  to 100% of  the principal  amount
thereof  less a percentage equal to the commission applicable to any agency sale
of a Note of identical maturity, and may be resold by the Agent to investors and
other purchasers  from time  to  time in  one  or more  transactions,  including
negotiated  transactions, at a fixed public  offering price or at varying prices
determined at the time of sale by such Agent or may be resold to certain dealers
as described above. After the initial public  offering of Notes to be resold  to
investors  and other purchasers, the public offering price (in the case of Notes
to be resold at a fixed public offering price), the concession and discount  may
be changed. Disney has agreed to reimburse the Agents for certain expenses.     

    Disney  reserves the right  to sell Notes  to or through  others and to sell
Notes directly on its own behalf  in those jurisdictions where it is  authorized
to  do so or through additional agents, acting either as agent or principal. Any
other  agent  or  underwriter  will  be  identified  in  an  applicable  Pricing
Supplement.  No  commission will  be allowed  or  be payable  on any  sales made
directly by Disney.                                                             

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    Payment of the purchase price  of the Notes will be  required to be made  in
immediately available funds in The City of New York on the date of settlement.  

    Disney  reserves  the right  to withdraw,  cancel or  modify the  offer made
hereby without notice and has the sole right to accept offers to purchase  Notes
and may reject any proposed purchase of Notes in whole or in part. An Agent will
have the right, in its discretion reasonably exercised, to reject in whole or in
part any offer to purchase Notes received by it.                                

    Each  Agent may be deemed  to be an "underwriter"  within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). Disney has agreed  to
indemnity  the Agents  against certain liabilities,  including liabilities under
the Securities Act, or to contribute to  payments the Agents may be required  to
make in respect thereof.                                                        

    There  is no established trading market for the Notes and the Notes will not
be listed on any securities exchange.  The Agents have advised Disney that  they
may  from  time to  time purchase  and sell  Notes in  the secondary  market, as
permitted by  applicable laws  and regulations.  The Agents  are not  obligated,
however,  to make any such purchases and  sales and any such purchases and sales
may be discontinued at  any time without  notice at the  sole discretion of  the
Agents.  There can be no assurance that there will be a secondary market for the
Notes or liquidity in the secondary market if one develops.                     

LEGAL MATTERS 

    Certain legal matters with respect to  the legality of the securities  being
offered hereby will be passed upon for Disney by Skadden, Arps, Slate, Meagher &
Flom,  Los Angeles, California. Gibson, Dunn &  Crutcher will act as counsel for
the Agents.  Skadden,  Arps,  Slate,  Meagher  & Flom  has  from  time  to  time
represented, and continue to represent, certain of the Agents in connection with
certain   legal  matters.  Gibson,  Dunn  &  Crutcher  has  from  time  to  time
represented, and  anticipates  that it  may  continue to  represent,  Disney  on
certain unrelated matters.                                                      

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PROSPECTUS                                                                      

THE WALT DISNEY COMPANY 

SENIOR DEBT SECURITIES

    The  Walt Disney Company ("Disney")  may offer from time  to time its senior
unsecured debt securities consisting of notes, debentures or other evidences  of
indebtedness  (the "Debt Securities"), at an aggregate initial offering price of
not more than $1,000,000,000  or, if applicable, the  equivalent thereof in  any
other  currency, composite  currency or currency  unit, based  on the applicable
exchange rate in effect  at the time  of the sale of  such Debt Securities.  The
Debt  Securities may be  offered as a single  series or as  two or more separate
series in amounts, at prices  and on terms to be  determined in light of  market
conditions at the time of sale and to be set forth in an accompanying Prospectus
Supplement.                                                                     

    The  terms of each  series of Debt  Securities, including, where applicable,
the specific designation, aggregate principal amount, authorized  denominations,
maturity,  rate or rates and time or times of payment of any interest, any terms
for optional or  mandatory redemption or  payment of additional  amounts or  any
sinking  fund provisions,  any initial  public offering  price, the  proceeds to
Disney and any other specific terms in connection with the offering and sale  of
such  series  will  be  set  forth  in  a  Prospectus  Supplement  or Prospectus
Supplements.  As  used   herein,  Debt  Securities   shall  include   securities
denominated in United States dollars or, at the option of Disney if so specified
in  an  applicable  Prospectus  Supplement,  in  any  other  currency, composite
currencies, currency units or in amounts determined by reference to an index.   

    The  Debt  Securities  may  be  sold  directly  by  Disney,  through  agents
designated from time to time or to or through underwriters or dealers. See "Plan
of  Distribution." If any agents  of Disney or any  underwriters are involved in
the sale of any  Debt Securities in  respect of which  this Prospectus is  being
delivered,  the  names  of  such  agents  or  underwriters  and  any  applicable
commissions or discounts will be set  forth in a Prospectus Supplement. The  net
proceeds  to  Disney from  such  sale also  will be  set  forth in  a Prospectus
Supplement.                                                                     

    For a discussion of certain United States Federal income tax consequences to
holders of Debt Securities, see "United States Taxation."                       

------------------------

THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE   COMMISSION  OR  ANY   STATE  SECURITIES  COMMISSION   NOR  HAS  THE
SECURITIES AND  EXCHANGE COMMISSION  OR  ANY STATE  SECURITIES  COMMISSION
PASSED   UPON  THE  ACCURACY  OR  ADEQUACY  OF  THIS  PROSPECTUS.  ANY
     REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

THE DATE OF THIS PROSPECTUS IS AUGUST 27, 1993. 

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AVAILABLE INFORMATION 

    Disney is  subject  to  the informational  requirements  of  the  Securities
Exchange  Act  of  1934, as  amended  (the  "Exchange Act"),  and  in accordance
therewith, files  reports,  proxy  statements and  other  information  with  the
Securities  and  Exchange  Commission (the  "Commission").  Such  reports, proxy
statements and  other information  can be  inspected and  copied at  the  public
reference  facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington,  D.C. 20549;  7 World  Trade Center,  13th Floor,  New
York,  New York 10048; and Northwestern  Atrium Center, 500 West Madison Street,
Suite 1400,  Chicago,  Illinois  60661-2511.  Copies of  such  material  can  be
obtained at prescribed rates from the Public Reference Section of the Commission
at  450  Fifth Street,  N.W.,  Washington, D.C.  20549.  Such reports  and other
information concerning Disney can  also be inspected at  the offices of the  New
York  Stock Exchange, 20 Broad Street, New  York, New York and the Pacific Stock
Exchange, 115 Sansome Street, Suite 1104, San Francisco, California.            

    Disney has  filed with  the Commission  in Washington,  D.C. a  registration
statement  on  Form S-3  (including  all amendments  thereto,  the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to  the securities offered  hereby. As permitted  by the rules  and
regulations  of  the Commission,  this Prospectus  does not  contain all  of the
information set  forth  in  the  Registration Statement  and  the  exhibits  and
schedules  thereto.  For  further  information  pertaining  to  Disney  and  the
securities offered hereby, reference is  made to the Registration Statement  and
the  exhibits  thereto,  which may  be  examined  without charge  at  the public
reference facilities maintained  by the  Commission at 450  Fifth Street,  N.W.,
Washington,  D.C. 20549, and copies of which may be obtained from the Commission
upon payment of the prescribed fees.                                            

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

    The following documents heretofore  filed by Disney  under the Exchange  Act
with  the Commission  are hereby  incorporated herein  by reference:  (i) Annual
Report on Form 10-K for the fiscal year ended September 30, 1992; (ii) Quarterly
Report on Form 10-Q for the fiscal  quarter ended December 31, 1992, as  amended
by  Amendment No.  1 thereto  filed on  Form 10-Q/A  dated July  29, 1993; (iii)
Quarterly Report on Form 10-Q  for the fiscal quarter  ended March 31, 1993,  as
amended by Amendment No. 1 thereto filed on Form 10-Q/A dated July 29, 1993; and
(iv) Current Reports on Form 8-K dated July 8, 1993 and July 29, 1993.          

    All documents filed by Disney pursuant to Sections 13(a), 13(c), 14 or 15(d)
of  the  Exchange  Act  after the  date  of  this Prospectus  and  prior  to the
termination of  the  offering of  the  Debt Securities  shall  be deemed  to  be
incorporated  in this Prospectus by  reference and to be  a part hereof from the
date of  filing  of  such  documents. Any  statement  contained  in  a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified or superseded for purposes of  this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed  to be incorporated by  reference herein modifies or  supersedes
such  statement.  Any such  statement  so modified  or  superseded shall  not be
deemed, except  as so  modified or  superseded,  to constitute  a part  of  this
Prospectus.                                                                     

    Disney  will provide without  charge to each  person to whom  a copy of this
Prospectus has been delivered, on the written or oral request of such person,  a
copy  of any or all of the documents referred to above which have been or may be
incorporated in  this  Prospectus  by  reference other  than  exhibits  to  such
documents,  unless such exhibits are also specifically incorporated by reference
herein. Requests for such copies should be directed to The Walt Disney  Company,
500  South  Buena  Vista  Street,  Burbank,  California  91521,  Attention: Vice
President and Secretary; telephone number (818) 560-1000.                       
------------------------

    Unless otherwise  indicated, currency  amounts in  this Prospectus  and  any
Prospectus Supplement are stated in United States dollars ("$," "dollars," "U.S.
dollars" or "U.S.$").                                                           

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USE OF PROCEEDS 

    Unless  otherwise indicated in an accompanying Prospectus Supplement, Disney
intends to use the net proceeds from the sale of the Debt Securities for general
corporate purposes.                                                             

RATIOS OF EARNINGS TO FIXED CHARGES 

    The following are the consolidated ratios  of earnings to fixed charges  for
each  of the years in the five-year period  ended September 30, 1992 and for the
six months periods ended March 31, 1993 and 1992:                               

                                                                [Download Table]

  SIX MONTHS                                          
 ENDED MARCH                                          
     31,               YEAR ENDED SEPTEMBER 30        
--------------  --------------------------------------
 1993    1992    1992    1991    1990    1989    1988 
------  ------  ------  ------  ------  ------  ------
                                                      
  7x      7x      8x      6x     11x     12x     15x  

    For the  purpose  of  this  ratio, earnings  are  calculated  by  adding  to
(subtracting  from) income  from continuing  operations before  income taxes and
cumulative effect of accounting changes, the following: fixed charges, excluding
capitalized interest;  and losses  (income) recognized  with respect  to  equity
investments  (including  Euro  Disney).  Fixed charges  consist  of  interest on
borrowings and that portion of rental expense that represents interest.         

BUSINESS OF DISNEY

    Disney is  a diversified  international entertainment  company. Through  its
theme  parks and  resorts segment,  Disney operates  Disneyland-R- Park  and the
Disneyland Hotel in California and  the Walt Disney World-R- destination  resort
in  Florida and  receives royalties on  revenues from Tokyo  Disneyland. For the
year ended September 30, 1992, the theme parks and resorts segment accounted for
approximately 44% of Disney's total revenues.                                   

    Disney's filmed entertainment segment produces and acquires live-action  and
animated  motion  pictures for  distribution in  the domestic  and international
theatrical, television  and  home video  markets  under the  names  Walt  Disney
Pictures,  Touchstone  Pictures and  Hollywood  Pictures. Disney  also develops,
produces and distributes television programming for the network and  syndication
markets  and operates The Disney Channel,  a pay television programming service,
and KCAL-TV, a television station in Los Angeles, California. For the year ended
September 30, 1992, the filmed entertainment segment accounted for approximately
42% of Disney's total revenues.                                                 

    Disney's consumer products segment licenses the Walt Disney name and  Disney
characters,  literary properties and songs  and music to consumer manufacturers,
retailers, printers and publishers throughout the world. Disney also has  direct
publishing  operations in  the United  States in  both the  adult and children's
markets, and in Europe primarily in  the children's market. In addition,  Disney
engages  in direct  retail distribution  through The  Disney Stores  and several
consumer catalogues. In  addition, Disney produces  audio and computer  software
for  the  children's  market,  as  well  as  film  and  video  products  for the
educational market  place,  and  sells  educational  toys,  play  equipment  and
classroom  furniture for  children. For the  year ended September  30, 1992, the
consumer products  segment accounted  for approximately  14% of  Disney's  total
revenues.                                                                       

    In  addition, Disney  holds a  49% interest in  and manages  the Euro Disney
Resort near  Paris,  France, from  which  it  earns royalties  and  other  fees.
Disney's  Hollywood Records unit  distributes recordings across  the spectrum of
popular music. A Disney subsidiary operates the Mighty Ducks, a National  Hockey
League team.                                                                    

    Disney  is a  Delaware corporation  organized in  1986 as  a successor  to a
California corporation  organized  in 1938.  As  used herein,  unless  otherwise
specified or unless the context otherwise requires,                             

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the  term  "Disney"  includes  The Walt  Disney  Company  and  its subsidiaries.
Disney's principal  executive  offices are  located  at 500  South  Buena  Vista
Street, Burbank, California 91521, and its telephone number is (818) 560-1000.  

DESCRIPTION OF THE DEBT SECURITIES

    The  following description  of the terms  of the Debt  Securities sets forth
certain general  terms  and provisions  of  the  Debt Securities  to  which  any
Prospectus  Supplement may relate.  The particular terms  of the Debt Securities
offered by any Prospectus Supplement  (the "Offered Securities") and the  extent
to  which such general  provisions may apply  to the Offered  Securities will be
described in a Prospectus Supplement relating to such Offered Securities.       

    The Debt Securities are to be issued under an indenture dated as of November
30, 1990 (the "Indenture"), between Disney and Bankers Trust Company, as trustee
(the "Trustee"). The terms  of the Debt Securities  include those stated in  the
Indenture  and  those made  part  of the  Indenture  by reference  to  the Trust
Indenture Act of 1939,  as amended (the "Trust  Indenture Act"), and holders  of
the  Debt Securities are referred  to the Indenture and  the Trust Indenture Act
for a statement thereof. A copy of the  Indenture is filed as an exhibit to  the
Registration  Statement  of  which  this Prospectus  is  a  part.  The following
summaries of certain provisions of the Debt Securities and the Indenture do  not
purport  to be complete and are subject  to, and are qualified in their entirety
by reference to, all  the provisions of the  Debt Securities and the  Indenture,
including  the  definitions therein  of certain  terms  which are  not otherwise
defined in this Prospectus. Wherever  particular provisions or defined terms  of
the Indenture are referred to, such provisions or defined terms are incorporated
herein by reference. References herein are to sections in the Indenture. As used
in this "Description of the Debt Securities," "Disney" refers to The Walt Disney
Company  and does not  include its subsidiaries. The  term "Securities," as used
under this caption,  refers to all  Securities issued or  issuable from time  to
time under the Indenture and includes the Debt Securities.                      

GENERAL                                                                         

    The  Indenture will not  limit the aggregate  principal amount of Securities
which may be issued thereunder and Securities may be issued thereunder from time
to time as a single series or in two or more separate series up to the aggregate
principal amount from time to time authorized  by Disney for each series. As  of
the  date  of this  Prospectus,  Disney has  authorized  the issuance  under the
Indenture of  up  to $2,000,000,000  aggregate  public offering  price  of  debt
securities.                                                                     

    The  Securities will be senior  unsecured obligations exclusively of Disney.
Since the  operations of  Disney  are currently  conducted in  significant  part
through  subsidiaries, the cash flow and  the consequent ability to service debt
of Disney, including the Securities, are  dependent, in part, upon the  earnings
of its subsidiaries and the distribution of those earnings to Disney, whether by
dividends,  loans or otherwise. The payment of dividends and the making of loans
and advances  to Disney  by its  subsidiaries  may be  subject to  statutory  or
contractual restrictions, are contingent upon the earnings of those subsidiaries
and  are  subject to  various business  considerations. Any  right of  Disney to
receive  assets  of  any   of  its  subsidiaries   upon  their  liquidation   or
reorganization  (and the  consequent right of  the holders of  the Securities to
participate in those assets) will be  effectively subordinated to the claims  of
that  subsidiary's creditors (including  trade creditors), except  to the extent
that Disney is itself recognized as a creditor of such subsidiary, in which case
the claims of Disney would still be subordinate to any security interests in the
assets of such subsidiary and any indebtedness of such subsidiary senior to that
held by Disney.                                                                 

    The  applicable  Prospectus  Supplement   or  Prospectus  Supplements   will
describe, among other things, the following terms of the Offered Securities: (i)
the  title of the Offered Securities; (ii)  any limit on the aggregate principal
amount of the Offered Securities; (iii) whether the Offered Securities are to be
issuable as Registered Securities or Bearer  Securities or both and whether  the
Offered  Securities may be  represented by a Security  in temporary or permanent
global form, and if so, the initial Depositary with respect to such temporary or
permanent global Security and whether and the                                   

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circumstances under which beneficial owners  of interests in any such  temporary
or  permanent global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination; (iv) the price
or prices at which the Offered Securities will be issued; (v) the date or  dates
on  which the principal  of the Offered  Securities is payable  or the method of
determination thereof; (vi) the  rate or rates at  which the Offered  Securities
will bear interest, or the method of calculating such rate or rates, if any, and
the  date or  dates from  which such  interest, if  any, will  accrue; (vii) the
Interest Payment Dates, if any, on which any interest on the Offered  Securities
will  be payable, and  the Regular Record  Date for any  interest payable on any
Offered  Securities  which  are  Registered  Securities;  (viii)  the  right  or
obligation,  if any, of  Disney to redeem  or purchase Securities  of the series
pursuant to any  sinking fund  or analogous  provisions or  at the  option of  a
holder thereof, the conditions, if any, giving rise to such right or obligation,
and the period or periods within which, and the price or prices at which and the
terms  and conditions upon which  Securities of the series  shall be redeemed or
purchased, in whole  or part,  and any provisions  for the  remarketing of  such
Securities;  (ix) the currency or  currencies, including composite currencies or
currency units, of payment of principal of and interest, if any, on the  Offered
Securities,  if other than U.S. dollars, and if other than U.S. dollars, whether
the Offered Securities may be satisfied and discharged other than as provided in
Article Eight of the Indenture;  (x) if the amount  of payments of principal  of
and interest, if any, on the Offered Securities is to be determined by reference
to an index, formula or other method, or based on a coin or currency or currency
unit  other than that in which the  Offered Securities are stated to be payable,
the manner in which such amounts are to be determined and the calculation agent,
if any, with respect thereto; (xi)  if other than the principal amount  thereof,
the  portion of  the principal  amount of the  Offered Securities  which will be
payable upon declaration or acceleration of the Maturity thereof pursuant to  an
Event  of  Default; and  (xii) any  other  terms of  the Offered  Securities not
inconsistent with the provisions of  the Indenture. (Section 2.03(a).) Any  such
Prospectus  Supplement will also describe any special provisions for the payment
of additional amounts with respect to the Offered Securities. (Sections  2.03(a)
and 4.06.)                                                                      

    Securities  may be  issued as  Discount Securities, which  may be  sold at a
discount below their principal amount. Special United States Federal income  tax
considerations  applicable to  Securities issued  with original  issue discount,
including Discount  Securities, are  generally  described under  "United  States
Taxation  -- Original Issue Discount" and may be described in more detail in any
applicable Prospectus Supplement. In addition, special United States Federal tax
considerations  or  other  restrictions  or  terms  applicable  to  any  Offered
Securities  which are  issuable in  bearer form,  offered exclusively  to United
States Aliens or denominated in a currency other than United States dollars will
be set forth in a Prospectus Supplement relating thereto.                       

FORM, EXCHANGE, REGISTRATION AND TRANSFER                                       

    The Securities of a  series may be issued  solely as Registered  Securities,
solely  as  Bearer Securities  (with  or without  coupons  attached) or  as both
Registered Securities and  Bearer Securities.  (Section 2.03.)  Securities of  a
series  may be  issuable in  whole or  part in  the form  of one  or more global
Securities, as described below under  "Global Securities." (Sections 2.01,  2.02
and  2.03.) Unless otherwise  indicated in an  applicable Prospectus Supplement,
Registered Securities will be issuable  in denominations of $1,000 and  integral
multiples  thereof, and Bearer  Securities will be  issuable in denominations of
$5,000 and $100,000. (Section 2.03(b).)                                         

    Registered  Securities  of  any  series  will  be  exchangeable  for   other
Registered  Securities of the same series of any authorized denominations and of
a like aggregate principal amount and  tenor. In addition, if Securities of  any
series  are issuable as both Registered  Securities and as Bearer Securities, at
the option  of  the  holder, subject  to  the  terms of  the  Indenture,  Bearer
Securities  (accompanied by all unmatured coupons, except as provided below, and
all matured  coupons  in  default)  of such  series  will  be  exchangeable  for
Registered  Securities of the same series of any authorized denominations and of
a like aggregate principal  amount and tenor. Unless  otherwise indicated in  an
applicable  Prospectus Supplement,  any Bearer Security  surrendered in exchange
for a Registered Security between a Regular Record Date or a Special Record Date
and the relevant date for payment of interest will be                           

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surrendered without the coupon relating to such date for payment of interest and
interest will not  be payable in  respect of the  Registered Security issued  in
exchange  for such Bearer  Security, but will  be payable only  to the holder of
such coupon  when due  in accordance  with the  terms of  the Indenture.  Bearer
Securities  may not  be issued in  exchange for  Registered Securities. (Section
2.08.)                                                                          

    Securities may  be presented  for  exchange as  provided above,  and  unless
otherwise   indicated  in   an  applicable   Prospectus  Supplement,  Registered
Securities may  be presented  for registration  of transfer,  at the  office  or
agency  of Disney  designated as Registrar  or co-registrar with  respect to any
series of Securities  and referred  to in an  applicable Prospectus  Supplement,
without  service  charge and  upon payment  of any  taxes, assessments  or other
governmental charges as described  in the Indenture.  Such transfer or  exchange
will  be effected  on the  books of  the Registrar  or any  other transfer agent
appointed by Disney upon such Registrar or  transfer agent, as the case may  be,
being  satisfied with the documents  of title and identity  of the person making
the request.  Disney intends  to  initially appoint  the Trustee  as  Registrar.
(Section  2.05.) If  a Prospectus Supplement  refers to any  transfer agents (in
addition to the Registrar)  designated by Disney with  respect to any series  of
Securities,  Disney may at any time rescind the designation of any such transfer
agent or approve a change in the location through which any such transfer  agent
acts,  except that, if  Securities of a  series are issuable  only as Registered
Securities, Disney will be required to  maintain a transfer agent in each  Place
of Payment for such series and, if Securities of a series are issuable as Bearer
Securities, Disney will be required to maintain (in addition to the Registrar) a
transfer  agent in a Place of Payment for such series located outside the United
States. Disney may at any time designate additional transfer agents with respect
to any series of Securities. (Section 4.05.)                                    

    In the event of any partial  redemption of Securities of any series,  Disney
will  not  be  required to  (i)  issue,  register the  transfer  of  or exchange
Securities of that series during a  period beginning at the opening of  business
15  days before any  selection of Securities  of that series  to be redeemed and
ending at the close of business on (a) if Securities of the series are  issuable
only  as Registered  Securities, the  day of mailing  of the  relevant notice of
redemption, and  (b)  if  Securities  of  the  series  are  issuable  as  Bearer
Securities,  the  day  of  the  first  publication  of  the  relevant  notice of
redemption or,  if Securities  of the  series are  also issuable  as  Registered
Securities  and there is no  publication, the mailing of  the relevant notice of
redemption; (ii) register the transfer  of or exchange any Registered  Security,
or  portion thereof, called for redemption, except the unredeemed portion of any
Registered Security  being  redeemed  in  part; or  (iii)  exchange  any  Bearer
Security  called for redemption,  except to exchange such  Bearer Security for a
Registered Security of that series and  of like tenor and principal amount  that
is immediately surrendered for redemption. (Section 2.08.)                      

PAYMENT AND PAYING AGENTS                                                       

    Unless  otherwise indicated in an  applicable Prospectus Supplement, payment
of principal of and interest, if any,  on Registered Securities will be made  at
the  office of such Paying  Agent or Paying Agents  as Disney may designate from
time to  time, except  that at  the option  of Disney  payment of  principal  or
interest  may be made by  check or by wire transfer  to an account maintained by
the  payee.  (Section  4.01.)  Unless  otherwise  indicated  in  an   applicable
Prospectus  Supplement,  payment of  any installment  of interest  on Registered
Securities will be made to the person in whose name such Registered Security  is
registered  at  the  close of  business  on  the Regular  Record  Date  for such
interest. (Section 2.13.)                                                       

    Unless otherwise indicated in  an applicable Prospectus Supplement,  payment
of  principal of  and interest,  if any, on  Bearer Securities  will be payable,
subject to any applicable  laws and regulations, at  the offices of such  Paying
Agents  outside the United States as Disney  may designate from time to time, or
by check or by transfer to an account maintained by the payee outside the United
States. (Section 4.05.) Unless otherwise  indicated in an applicable  Prospectus
Supplement,  any payment of interest on any  Bearer Securities will be made only
against surrender of the coupon relating to such interest installment.  (Section
4.01.)                                                                          

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    Unless  otherwise  indicated  in an  applicable  Prospectus  Supplement, the
Trustee will  be designated  as Disney's  sole Paying  Agent for  payments  with
respect  to Securities which are issuable solely as Registered Securities and as
Disney's Paying Agent in  the Borough of  Manhattan, The City  of New York,  for
payments with respect to Securities (subject to any limitations described in any
applicable  Prospectus Supplement) which are  issuable as Bearer Securities. Any
Paying Agents  outside the  United States  and any  other Paying  Agents in  the
United  States initially designated by Disney for the Offered Securities will be
named in an applicable Prospectus Supplement.  Disney may at any time  designate
additional  Paying  Agents or  rescind the  designation of  any Paying  Agent or
approve a change in the office through which any Paying Agent acts, except that,
if Securities of  a series are  issuable only as  Registered Securities,  Disney
will  be required to maintain  a Paying Agent in each  Place of Payment for such
series and, if Securities of a series are issuable as Bearer Securities,  Disney
will be required to maintain (i) a Paying Agent in the Borough of Manhattan, The
City  of New York, for payments with respect to any Registered Securities of the
series (and for payments with respect to Bearer Securities of the series in  the
circumstances  described in the Indenture, but not otherwise), and (ii) a Paying
Agent in a Place of Payment  located outside the United States where  Securities
of  such series  and any  related coupons may  be presented  and surrendered for
payment (Section 4.05.)                                                         

    All moneys paid by Disney to a Paying Agent for the payment of principal  of
or  interest, if any, on any Security which  remains unclaimed at the end of two
years after such principal or interest shall have become due and payable will be
repaid to Disney and the holder of  such Security or any coupon will  thereafter
look only to Disney for payment thereof. (Section 8.02.)                        

GLOBAL SECURITIES                                                               

    The Securities of a series may be issued in whole or in part in global form.
(Section  2.01.) A Security in global form  will be deposited with, or on behalf
of,  a  Depositary,  which  will  be  identified  in  an  applicable  Prospectus
Supplement.  A global Security may be issued in either registered or bearer form
and in either temporary or permanent form. (Section 2.03.) A Security in  global
form  may  not be  transferred  except as  a whole  to  the Depositary  for such
Security or to a nominee or successor of such Depositary. (Section 2.08.) If any
Securities of a series  are issuable in global  form, the applicable  Prospectus
Supplement  will  describe the  circumstances,  if any,  under  which beneficial
owners of interests in any such global Security may exchange such interests  for
definitive  Securities of such series and of  like tenor and principal amount in
any authorized form and denomination, the manner of payment of principal of  and
interest,  if any,  on any such  global Security  and the specific  terms of the
depositary arrangement with respect to any such global Security. (Section 2.03.)

MERGERS AND SALES OF ASSETS BY DISNEY                                           

    Disney may not consolidate  with or merge into  any other person or  convey,
transfer  or lease  its properties  and assets  substantially as  an entirety to
another person,  unless, among  other things,  (i) the  resulting, surviving  or
transferee  person (if  other than Disney)  is organized and  existing under the
laws of the United  States, any state  thereof or the  District of Columbia  and
such person expressly assumes all obligations of Disney under the Securities and
the  Indenture, and (ii)  Disney or such successor  person shall not immediately
thereafter be in Default  under the Indenture. Upon  the assumption of  Disney's
obligations  by  such  a  person  in  such  circumstances,  subject  to  certain
exceptions, Disney shall be discharged from all obligations under the Securities
and the Indenture. (Section 5.01.)                                              

EVENTS OF DEFAULT                                                               

    The Indenture provides that, if an Event of Default specified therein  shall
have  occurred and be continuing, with respect  to each series of the Securities
individually, the  Trustee or  the holders  of not  less than  25% in  aggregate
principal  amount of the  Outstanding Securities of such  series may declare the
principal amount  (or, if  any of  the Securities  of such  series are  Discount
Securities,  such portion of the  principal amount of such  Securities as may be
specified by the terms thereof) of the Securities of                            

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such series to be immediately due and payable. Under certain circumstances,  the
holders  of  a  majority  in  aggregate  principal  amount  of  the  Outstanding
Securities of such series may rescind such a declaration. (Section 6.02.)       

    Under the Indenture, an Event of Default is defined as, with respect to each
series of Securities individually, any of the following: (i) default in  payment
of  the principal of any Security of such series; (ii) default in payment of any
interest on any Security of such series when due, continuing for 30 days;  (iii)
failure  by Disney to comply with its other agreements in the Securities of such
series or the Indenture  for the benefit  of the holders  of Securities of  such
series  upon the receipt by  Disney of notice of such  Default by the Trustee or
the holders of  at least 25%  in aggregate principal  amount of the  Outstanding
Securities  of such series and  Disney's failure to cure  such Default within 60
days after receipt by Disney of  such notice; (iv) certain events of  bankruptcy
or  insolvency; and (v)  any other Event  of Default set  forth in an applicable
Prospectus Supplement. (Section 6.01.)                                          

    The Trustee shall give notice to holders of the Securities of any continuing
Default known  to the  Trustee  within 90  days  after the  occurrence  thereof;
PROVIDED,  that the Trustee  may withhold such  notice, as to  any Default other
than a payment  Default, if  it determines in  good faith  that withholding  the
notice is in the interests of the holders. (Section 7.05.)                      

    The  holders of a majority in principal amount of the Outstanding Securities
of any series may direct the time, method and place of conducting any proceeding
for any  remedy  available to  the  Trustee or  exercising  any trust  or  power
conferred on the Trustee with respect to the Securities of such series, PROVIDED
that  such direction shall not be in conflict  with any law or the Indenture and
subject to  certain  other limitations.  (Section  6.05.) Before  proceeding  to
exercise  any  right or  power  under the  Indenture  at the  direction  of such
holders, the Trustee shall be entitled  to receive from such holders  reasonable
security  or  indemnity  satisfactory  to it  against  the  costs,  expenses and
liabilities which might be incurred by it in complying with any such  direction.
(Sections  6.06 and 7.01.) With respect to  each series of Securities, no holder
will have any right to  pursue any remedy with respect  to the Indenture or  the
Securities,  unless  (i) such  holder shall  have  previously given  the Trustee
written notice of a continuing Event  of Default with respect to the  Securities
of  such series; (ii) the holders of  at least 25% in aggregate principal amount
of the Outstanding Securities of such  series shall have made a written  request
to  the Trustee to pursue such remedy; (iii) such holder or holders have offered
to the  Trustee  reasonable indemnity  satisfactory  to the  Trustee;  (iv)  the
holders  of  a  majority  in  aggregate  principal  amount  of  the  Outstanding
Securities of such series  have not given the  Trustee a direction  inconsistent
with  such request  within 60 days  after receipt  of such request;  and (v) the
Trustee shall have failed to comply with the request within such 60-day  period.
(Section 6.06.)                                                                 

    Notwithstanding  the foregoing, the  right of any holder  of any Security or
coupon to receive payment of  the principal of and  interest in respect of  such
Security  or  payment  of  such  coupon on  the  Stated  Maturity  or Maturities
expressed in such Security or coupon or to institute suit for the enforcement of
any such  payments shall  not be  impaired or  adversely affected  without  such
holder's  consent.  (Section  6.07.)  The  holders of  at  least  a  majority in
aggregate principal  amount  of the  Outstanding  Securities of  any  series  of
Securities  may waive an  existing Default with  respect to such  series and its
consequences, other than (i) any Default in  any payment of the principal of  or
interest  on  any Security  of such  series or  (ii) any  Default in  respect of
certain covenants  or provisions  in the  Indenture which  may not  be  modified
without  the consent of the  holder of each Outstanding  Security of such series
affected as described in "Modification and Waiver," below. (Section 6.04.)      

MODIFICATION AND WAIVER                                                         

    Disney and  the Trustee  may execute  a supplemental  indenture without  the
consent  of the holders of  the Securities or any related  coupons (i) to add to
the covenants,  agreements and  obligations of  Disney for  the benefit  of  the
holders  of all the Securities of any series  or to surrender any right or power
conferred in  the Indenture  upon Disney;  (ii) to  evidence the  succession  of
another  corporation to Disney  and the assumption  by it of  the obligations of
Disney under the  Indenture and  the Securities;  (iii) to  provide that  Bearer
Securities   may  be  registrable  as  to  principal,  to  change  or  eliminate

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any restrictions  (including  restrictions relating  to  payment in  the  United
States)  on  the  payment  of  principal  of  or  interest,  if  any,  on Bearer
Securities, to permit Bearer Securities to be issued in exchange for  Registered
Securities,  to permit  Bearer Securities  to be  issued in  exchange for Bearer
Securities of  other  authorized denominations  or  to permit  the  issuance  of
Securities  in  uncertificated form;  (iv)  to establish  the  form or  terms of
Securities of any series and any  related coupons as permitted by Sections  2.01
and  2.03(a) of the Indenture; (v) to  provide for the acceptance of appointment
under the Indenture of a successor Trustee with respect to the Securities of one
or more series and to add to or change any provisions of the Indenture as  shall
be  necessary to provide for  or facilitate the administration  of the trusts by
more than one  Trustee; (vi)  to cure  any ambiguity,  defect or  inconsistency;
(vii)  to add to, change or eliminate  any provisions (which addition, change or
elimination may apply to  one or more series  of Securities), PROVIDED that  any
such  addition, change or elimination neither (a) applies to any Security of any
series created prior  to the  execution of  such supplemental  indenture and  is
entitled  to the benefit  of such provision  nor (b) modifies  the rights of the
holder of any such Security with respect to such provision; (viii) to secure the
Securities; or (ix) to make any other change that does not adversely affect  the
rights of any Securityholder. (Section 9.01.)                                   

    With  the consent of  the holders of  not less than  a majority in aggregate
principal amount of the  Outstanding Securities of the  series affected by  such
supplemental  indenture, Disney and the Trustee  may also execute a supplemental
indenture to  add  provisions to,  or  change in  any  manner or  eliminate  any
provisions of, the Indenture with respect to such series of Securities or modify
in any manner the rights of the holders of the Securities of such series and any
related  coupons  under  the  Indenture,  PROVIDED  that  no  such  supplemental
indenture will,  without the  consent of  the holder  of each  such  Outstanding
Security affected thereby (i) change the stated maturity of the principal of, or
any  installment of principal or  interest on, any such  Security or any premium
payable upon  redemption thereof,  or  reduce the  amount  of principal  of  any
Security  that is  a Discount Security  and that  would be due  and payable upon
declaration of  acceleration  of maturity  thereof,  (ii) reduce  the  principal
amount of, or the rate of interest on, any such Security, (iii) change the place
or  currency of payment of principal or  interest, if any, on any such Security,
(iv) impair the right to institute suit for the enforcement of any payment on or
with respect to  any such Security,  (v) reduce the  above-stated percentage  of
holders  of Securities of any series necessary to modify or amend the Indenture,
or (vi) modify the foregoing requirements or reduce the percentage in  principal
amount  of Outstanding Securities of any  series necessary to waive any covenant
or past default. Holders of not less than a majority in principal amount of  the
Outstanding  Securities of  any series may  waive certain past  Defaults and may
waive compliance by Disney with  certain of the restrictive covenants  described
above with respect to the Securities of such series. (Section 9.02.)            

DISCHARGE                                                                       

    Unless  otherwise indicated  in an applicable  Prospectus Supplement, Disney
may satisfy and discharge  obligations under the Indenture  with respect to  the
Securities  of  any series  by delivering  to the  Trustee for  cancellation all
Outstanding Securities of such series or depositing with the Trustee, after such
Outstanding Securities have become  due and payable, cash  sufficient to pay  at
Stated  Maturity all of the Outstanding Securities of such series and paying all
other sums payable  under the Indenture  with respect to  such series.  (Section
8.01.)                                                                          

THE TRUSTEE                                                                     

    The   Trustee  is  a  New  York   banking  corporation.  The  Trustee  is  a
participating lender  under  various credit  arrangements  with Disney  and  its
subsidiaries. The Trustee will be permitted to engage in other transactions with
Disney  and its subsidiaries;  HOWEVER, if the  Trustee acquires any conflicting
interest, it must eliminate such conflict or resign. (Section 7.10.)            

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UNITED STATES TAXATION

GENERAL                                                                         

    Set forth below  is a summary  of certain United  States Federal income  tax
considerations  of importance to the original purchasers of the Debt Securities.
The summary does not discuss all of the aspects of Federal income taxation which
may be relevant to  particular investors in light  of their personal  investment
circumstances,  nor does it discuss any foreign,  state or local income or other
tax considerations. The summary is based upon the Internal Revenue Code of 1986,
as amended (the "Code"), and on  regulations, rulings and decisions that are  in
effect  as of the date  of this Prospectus, all of  which are subject to change.
Prospective investors are advised to  consult with their tax advisors  regarding
the  Federal,  state, local  and foreign  income and  other tax  consequences of
purchasing, holding and disposing  of the Debt  Securities. Special Federal  tax
considerations  or other restrictions or terms applicable to any Debt Securities
which are issuable in bearer form,  offered exclusively to United States  Aliens
(as defined below) or denominated in a currency other than United States dollars
will  be set forth  in a Prospectus Supplement  relating thereto. "United States
Alien" means  any person  who, for  Federal income  tax purposes,  is a  foreign
corporation,  a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust, or a  foreign partnership one or more of the  members
of  which  is,  for  Federal  income  tax  purposes,  a  foreign  corporation, a
non-resident alien individual  or a  non-resident alien fiduciary  of a  foreign
estate or trust.                                                                

ORIGINAL ISSUE DISCOUNT                                                         

    Debt  Securities  with a  term  greater than  one  year may  be  issued with
original issue discount for Federal income tax purposes. Original issue discount
will arise if the stated principal amount at maturity of a Debt Security exceeds
its issue price  by more than  a DE MINIMIS  amount, or if  a Debt Security  has
certain  interest  payment  characteristics (E.G.,  interest  holidays, interest
payable in additional Debt  Securities, certain stepped  rates or certain  rates
based  on multiple indices).  If a Debt  Security is issued  with original issue
discount, the holder of the Debt Security will be required to include amounts in
gross income for Federal income  tax purposes in advance  of the receipt of  the
cash  payment to which such income is attributable. The amount of original issue
discount to be included in income in  any tax period will be determined using  a
constant  yield to maturity  method that will  result in the  allocation of less
original issue discount to the earlier years of the term of the Debt  Securities
and  more original issue  discount to the  later years. Any  amounts included in
income as original issue discount will increase a holder's tax basis in the Debt
Security.                                                                       

    Disney will report annually to the Internal Revenue Service (the "IRS")  and
to  each holder of such  Debt Security the original  issue discount accrued with
respect to the Debt Security. Prospective  holders are advised to consult  their
tax   advisors  with   respect  to   the  particular   original  issue  discount
characteristics of the Debt Security that is being purchased.                   

ACQUISITION DISCOUNT                                                            

    Debt Securities that have a fixed maturity of one year or less may be issued
with  acquisition   discount.  Acquisition   discount   may  arise   under   the
circumstances  set forth above with respect  to original issue discount. Accrual
basis taxpayers, taxpayers in certain specified classes and cash basis taxpayers
making an  appropriate election  under the  Code would  be required  to  include
acquisition discount in income currently in an amount and manner similar to that
applicable  to original issue  discount. A cash  basis holder who  makes such an
election cannot revoke such  election without the consent  of the IRS, and  such
election  applies to  all short-term obligations  acquired by the  holder in the
taxable year in which the election is made and in all subsequent taxable  years.
Individuals  and other non-electing cash basis taxpayers holding Debt Securities
with acquisition  discount  are  not required  to  include  accrued  acquisition
discount  in income  until the  cash payments  attributable to  such amounts are
received, which amounts will  be treated as ordinary  income. A holder who  does
not  recognize acquisition discount currently may also be subject to limitations
on the deductibility  of interest on  indebtedness incurred to  purchase or,  in
certain circumstances, carry such a Debt Security.                              

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DISPOSITION OF DEBT SECURITIES                                                  

    In general, and subject to the foregoing discussion of acquisition discount,
an  original holder of a Debt Security will  recognize gain or loss on the sale,
redemption, exchange or other  disposition of the Debt  Security, which gain  or
loss  will be  measured by  the difference between  the amount  of cash received
(except to  the  extent  attributable  to accrued  interest)  and  the  holder's
adjusted tax basis in the Debt Security.                                        

PLAN OF DISTRIBUTION

    Disney  may  sell Debt  Securities to  one or  more underwriters  for public
offering and sale by them or may  sell Debt Securities to investors directly  or
through  agents. Any such underwriter or agent involved in the offer and sale of
the Offered Securities will be named in an applicable Prospectus Supplement.    

    Underwriters may offer and sell the  Offered Securities at a fixed price  or
prices,  which may be changed, or from  time to time at market prices prevailing
at the time of sale,  at prices related to such  prevailing market prices or  at
negotiated  prices. Disney also  may, from time  to time, authorize underwriters
acting as Disney's  agents to  offer and sell  the Offered  Securities upon  the
terms  and conditions set forth in any Prospectus Supplement. In connection with
the sale of  Offered Securities,  underwriters may  be deemed  to have  received
compensation  from Disney in  the form of  underwriting discounts or commissions
and may also receive commissions from purchasers of Offered Securities for  whom
they  may act as agent.  Underwriters may sell Offered  Securities to or through
dealers, and such  dealers may receive  compensation in the  form of  discounts,
concessions  or commissions from the  underwriters and/or commissions (which may
be changed from  time to  time) from  the purchasers for  whom they  may act  as
agent.                                                                          

    Any  underwriting compensation paid  by Disney to  underwriters or agents in
connection  with  the  offering  of  Offered  Securities,  and  any   discounts,
concessions  or commissions  allowed by  underwriters to  participating dealers,
will be set forth in an applicable Prospectus Supplement. Underwriters,  dealers
and  agents participating in  the distribution of the  Offered Securities may be
deemed to  be underwriters  under  the Securities  Act,  and any  discounts  and
commissions  received by them and  any profit realized by  them on resale of the
Offered Securities may be  deemed to be  underwriting discounts and  commissions
under  the Securities  Act. Underwriters,  dealers and  agents may  be entitled,
under agreements with Disney, to indemnification against and contribution toward
certain civil liabilities, including liabilities  under the Securities Act,  and
to reimbursement by Disney for certain expenses.                                

    If  so  indicated  in  an  applicable  Prospectus  Supplement,  Disney  will
authorize dealers  acting  as  Disney's  agents to  solicit  offers  by  certain
institutions  to purchase Offered Securities from  Disney at the public offering
price set  forth in  such  Prospectus Supplement  pursuant to  Delayed  Delivery
Contracts  ("Contracts") providing for payment and delivery on the date or dates
stated in such Prospectus  Supplement. Each Contract will  be for an amount  not
less  than,  and  the  aggregate principal  amount  of  Offered  Securities sold
pursuant to Contracts shall  not be less nor  more than, the respective  amounts
stated  in such  Prospectus Supplement.  Institutions with  whom Contracts, when
authorized,  may  be  made  include  commercial  and  savings  banks,  insurance
companies,  pension  funds,  investment  companies,  educational  and charitable
institutions and other  institutions, but will  in all cases  be subject to  the
approval  of Disney. Contracts will not be  subject to any conditions except (i)
the purchase  by  an  institution  of the  Offered  Securities  covered  by  its
Contracts  shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject, and (ii)
if the Offered Securities are being sold to underwriters, Disney shall have sold
to such underwriters the total principal  amount of the Offered Securities  less
the  principal amount thereof covered by Contracts. Agents and underwriters will
have no responsibility in respect of the delivery or performance of Contracts.  

    The Debt  Securities may  or may  not  be listed  on a  national  securities
exchange or a foreign securities exchange. No assurances can be given that there
will be a market for the Debt Securities.                                       

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LEGAL MATTERS 

    Certain  legal matters with respect to  the legality of the Securities being
offered hereby will be passed upon for Disney by Skadden, Arps, Slate, Meagher &
Flom, Los Angeles, California.                                                  

EXPERTS 

    The consolidated  financial  statements  and  related  schedules  of  Disney
incorporated  in this Prospectus by reference to  the Annual Report on Form 10-K
for the year ended September 30, 1992, have been so incorporated in reliance  on
the  report of Price Waterhouse, independent accountants, given on the authority
of said firm as experts in auditing and accounting.                             

    Any financial statements and schedules hereafter filed by Disney pursuant to
Sections 13(a),  13(c), 14  or 15(d)  of the  Exchange Act  and incorporated  by
reference  in this Prospectus that  have been examined and  are the subject of a
report by  independent  accountants will  be  so incorporated  by  reference  in
reliance  upon such reports and  upon the authority of  such firms as experts in
accounting and  auditing  to the  extent  covered  by consents  filed  with  the
Commission.                                                                     
------------------------

    NO  DEALER,  SALESMAN  OR  OTHER  PERSON HAS  BEEN  AUTHORIZED  TO  GIVE ANY
INFORMATION OR TO MAKE  ANY REPRESENTATION NOT CONTAINED  IN THIS PROSPECTUS  OR
ANY   PROSPECTUS  SUPPLEMENT  AND,  IF  GIVEN   OR  MADE,  SUCH  INFORMATION  OR
REPRESENTATION MUST NOT BE  RELIED UPON AS HAVING  BEEN AUTHORIZED BY DISNEY  OR
ANY  UNDERWRITER OR AGENT. THIS PROSPECTUS  AND ANY PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER  TO SELL OR  A SOLICITATION OF  AN OFFER TO  BUY ANY OF  THE
SECURITIES  OFFERED  HEREBY IN  ANY JURISDICTION  TO  ANY PERSON  TO WHOM  IT IS
UNLAWFUL TO MAKE SUCH OFFER IN  SUCH JURISDICTION. NEITHER THE DELIVERY OF  THIS
PROSPECTUS  OR  ANY  PROSPECTUS  SUPPLEMENT  NOR  ANY  SALE  MADE  HEREUNDER AND
THEREUNDER SHALL,  UNDER  ANY CIRCUMSTANCES,  CREATE  ANY IMPLICATION  THAT  THE
INFORMATION  HEREIN OR  THEREIN IS  CORRECT AS OF  ANY TIME  SUBSEQUENT TO THEIR
RESPECTIVE DATES.                                                               

12

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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

    NO  DEALER,  SALESMAN  OR  OTHER  PERSON HAS  BEEN  AUTHORIZED  TO  GIVE ANY
INFORMATION OR  TO  MAKE  ANY  REPRESENTATIONS,  OTHER  THAN  THOSE  HEREIN,  IN
CONNECTION  WITH  THIS  OFFER  AND,  IF  GIVEN  OR  MADE,  SUCH  INFORMATION  OR
REPRESENTATIONS  MUST  NOT  BE  RELIED  UPON.  THIS  PROSPECTUS  AND  PROSPECTUS
SUPPLEMENT  DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, ANY OF THESE  SECURITIES IN ANY  JURISDICTION TO ANY PERSON  TO WHOM IT  IS
UNLAWFUL  TO MAKE SUCH OFFER OR  SOLICITATION IN SUCH JURISDICTION. THE DELIVERY
OF THIS PROSPECTUS  AND PROSPECTUS SUPPLEMENT  AT ANY TIME  DOES NOT IMPLY  THAT
INFORMATION  HEREIN IS  CORRECT AS  OF ANY  TIME SUBSEQUENT  TO THEIR RESPECTIVE
DATES.                                                                          

------------------------

TABLE OF CONTENTS 
PROSPECTUS SUPPLEMENT 

                                                                [Download Table]

                                                  PAGE   
                                                ---------
                                                         
Use of Proceeds...............................        S-2
Description of the Notes......................        S-2
Important Currency Information................       S-21
Foreign Currency Risks........................       S-21
Indexed Notes Risks...........................       S-22
Certain United States Tax Consequences to                
 Foreign Currency Note Holders and to Foreign            
 Purchasers...................................       S-23
Plan of Distribution..........................       S-25
Legal Matters.................................       S-26
                       PROSPECTUS                        
Available Information.........................          2
Incorporation of Certain                                 
 Documents by Reference.......................          2
Use of Proceeds...............................          3
Ratios of Earnings to Fixed Charges...........          3
Business of Disney............................          3
Description of the Debt Securities............          4
United States Taxation........................         10
Plan of Distribution..........................         11
Legal Matters.................................         12
Experts.......................................         12

$500,000,000

THE WALT DISNEY COMPANY 

MEDIUM-TERM NOTES 

----------------------

PROSPECTUS SUPPLEMENT 

----------------------------

CS FIRST BOSTON 
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS 
MERRILL LYNCH & CO. 
MORGAN STANLEY & CO.
INCORPORATED                                                      

SEPTEMBER 14, 1994

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B2’ Filing		Date		First		Last			Other Filings
Filed on:		9/15/94
		9/14/94		1		39
		6/30/94		2					10-K/A,  10-Q
		8/27/93		1		27
		7/29/93		28
		7/8/93		28
		3/31/93		28		29			10-Q/A
		12/31/92		28
		9/30/92		28		38
		3/31/92		29
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