Walt Disney Co – ‘S-3’ on 5/14/98 – EX-23.3

As of:  Thursday, 5/14/98   ·   Accession #:  1047469-98-20214   ·   File #:  333-52659

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         37    217K 
                          Pursuant to a Transaction                              
 2: EX-1.1      Underwriting Agreement                                21    105K 
 3: EX-1.5      Underwriting Agreement                                70    219K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders    10     58K 
12: EX-4.10     Instrument Defining the Rights of Security Holders     2     17K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders    17     64K 
 6: EX-4.4      Instrument Defining the Rights of Security Holders    82    345K 
 7: EX-4.5      Instrument Defining the Rights of Security Holders    94    342K 
 8: EX-4.6      Instrument Defining the Rights of Security Holders    30     96K 
 9: EX-4.7      Instrument Defining the Rights of Security Holders    35    109K 
10: EX-4.8      Instrument Defining the Rights of Security Holders    34    108K 
11: EX-4.9      Instrument Defining the Rights of Security Holders    31    111K 
13: EX-5.1      Opinion re: Legality                                   7     28K 
14: EX-12.1     Statement re: Computation of Ratios                    1     12K 
15: EX-23.2     Consent of Experts or Counsel                          1      8K 
16: EX-23.3     Consent of Experts or Counsel                          1      9K 
17: EX-25.1     Statement re: Eligibility of Trustee                   4     23K 
18: EX-25.2     Statement re: Eligibility of Trustee                   5     23K 
19: EX-25.3     Statement re: Eligibility of Trustee                   6     33K 

EX-23.3   —   Consent of Experts or Counsel

EX-23.3
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                                                              EXHIBIT 23.3

     CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and the     
incorporation by reference of our report dated March 8, 1996 with respect to the
consolidated financial statements of Capital Cities/ABC, Inc. as of December 31,
1995 and 1994 and for each of the three years in the period ended December 31,  
1995 in the Registration Statement on Form S-3 to be filed with the Securities  
and Exchange Commission by The Walt Disney Company on or about May 14, 1998.    

Ernst & Young LLP                                                               
New York, New York                                                              
May 13, 1998                                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3’ Filing		Date		Other Filings
Filed on:		5/14/98		10-Q
		5/13/98
		3/8/96		424B3,  8-K
		12/31/95		10-Q
		12/31/94
				List all Filings