Disney Enterprises Inc – ‘10-K’ for 9/30/93

As of:  Wednesday, 12/22/93   ·   For:  9/30/93   ·   Accession #:  950131-94-21   ·   File #:  1-04083

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Annual Report   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Form 10-K Annual Report                               71    342K 
 2: EX-21       List of Subsidiaries                                   1      6K 

10-K   —   Form 10-K Annual Report
Document Table of Contents

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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  

WASHINGTON, D.C. 20549  

FORM 10-K 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
SECURITIES EXCHANGE ACT OF 1934 

For the Fiscal Year Ended September 30, 1993      Commission File Number 1-4083 

THE WALT DISNEY COMPANY 

Incorporated in Delaware                     I.R.S. Employer Identification No. 
500 South Buena Vista Street, Burbank,                     95-0684440           
California 91521 (818) 560-1000                                                 

Securities Registered Pursuant to Section 12(b) of the Act:                     

                                               Name of Each Exchange
Title of Each Class                                   on Which Registered       
-------------------                                   -------------------       

Common Stock, $.025 par value                        New York Stock Exchange    
                                                Pacific Stock Exchange
                                              Swiss Stock Exchange
                                              Tokyo Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None.               

Indicate by check mark whether the registrant (1) has filed all reports     
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months, and (2) has been subject to such filing    
requirements for the past 90 days. Yes  X  No                                   
       ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Rule  
405 of Regulation S-K is not contained herein, and will not be contained, to    
the best of registrant's knowledge, in definitive proxy or information          
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K.___                                                 

As of November 30, 1993, the aggregate market value of registrant's common  
stock held by non-affiliates (based on the closing price of such date as        
reported on the New York Stock Exchange- Composite Transactions) was $19.8      
billion. All executive officers and directors of registrant and all persons     
filing a Schedule 13D with the Securities and Exchange Commission in respect    
of registrant's common stock have been deemed, solely for the purpose of the    
foregoing calculation, to be "affiliates" of the registrant.                    

There were 536,533,389 shares of common stock outstanding as of December 15,
1993.                                                                           

Documents Incorporated by Reference 

Portions of the Proxy Statement for the 1994 Annual Meeting of Stockholders 
are incorporated by reference into Part III.                                    

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PART I  

ITEM 1. BUSINESS                                                                
The Walt Disney Company, together with its subsidiary companies (the        
"Company"), is a diversified international entertainment company with           
operations in three business segments: Theme Parks and Resorts, Filmed          
Entertainment and Consumer Products. Information on revenues, operating         
income, identifiable assets and supplemental revenue data of the Company's      
business segments appears in the Consolidated Statement of Income and in Note   
13 of the Notes to Consolidated Financial Statements included in Item 8         
hereof. The Company employs approximately 62,000 people.                        

THEME PARKS AND RESORTS 

The Company operates the Walt Disney World(R) destination resort in Florida 
and the Disneyland(R) theme park and Disneyland Hotel in California. The        
Company earns royalties on revenues generated by the Tokyo Disneyland theme     
park.                                                                           

All of the theme parks and most of the associated resort facilities are     
operated on a year-round basis. Historically, the greater part of their         
business is in the spring and summer seasons, with other peak periods during    
Christmas, Easter and other holidays.                                           

WALT DISNEY WORLD DESTINATION RESORT                                            
The Walt Disney World destination resort is located on approximately 29,000 
acres of land owned by the Company 15 miles southwest of Orlando, Florida. The  
resort includes three theme parks: the Magic Kingdom, Epcot Center and the      
Disney-MGM Studios Theme Park; hotels and villas, an entertainment complex, a   
shopping village, conference centers, campgrounds, golf courses, water parks    
and other recreational facilities designed to attract visitors for an extended  
stay. The Company markets the entire Walt Disney World destination resort       
through a variety of national and local advertising and promotional             
activities. A number of attractions in each of the theme parks are sponsored    
by corporate participants through long-term participation agreements.           

The Magic Kingdom - The Magic Kingdom, which opened in 1971, consists of    
seven principal areas: Main Street, Liberty Square, Frontierland,               
Tomorrowland, Fantasyland, Adventureland and Mickey's Starland. These areas     
feature themed rides and attractions, restaurants, refreshments stands and      
merchandise shops.                                                              

Epcot Center - Epcot Center, which opened in 1982, consists of two major    
themed areas: Future World and World Showcase. Future World dramatizes certain  
historical developments and addresses the challenges facing the world today     
through major pavilions featuring energy, communication, transportation,        
imagination, life and health, the land and seas. World Showcase presents a      
community of nations focusing on the culture, traditions and accomplishments    
of people around the world. World Showcase includes as a central showpiece the  
American Adventure pavilion, which highlights the history of the American       
people. Other nations represented are Canada, Mexico, Japan, China, France,     
the United Kingdom, Germany, Italy, Morocco and Norway. Both areas feature      
restaurants, refreshments stands and merchandise shops.                         

The Disney-MGM Studios Theme Park - The Disney-MGM Studios Theme Park opened
in 1989 and consists of a theme park and a production facility. The theme park  
portion of the project is centered around Hollywood as it was during the        
1930's and 1940's and features a backstage tour of the production facilities    
in addition to themed food service and merchandise facilities and other         
attractions. The production facility portion of the park consists of three      
sound stages, shops and a back lot area. Both feature film and television       
productions are currently taking place.                                         

Resort Facilities - As of September 30, 1993, the Company owned and operated
nine resort hotels and a complex of villas and suites at the Walt Disney World  
destination resort, with a total of approximately 10,000 rooms. Recreational    
activities include five championship golf courses, a zoological park, tennis,   
sailing, water skiing, swimming, horseback riding and a number of               
noncompetitive sports and leisure time activities. Several of the resort        
hotels contain conference centers and related facilities.                       

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In addition, Disney's Fort Wilderness camping and recreational area has         
approximately 1,200 sites and a water park, River Country. Two additional       
resort hotels, Disney's Wilderness Lodge and Disney's All-Star Sports Resort,   
are expected to open in 1994 with a combined capacity of more than 2,600 rooms. 
The occupancy rates for the Company's resort hotels and villas and Disney's     
Fort Wilderness are significantly higher than industry averages.                

The Company has also developed approximately 1,200 acres known as Disney    
Village Marketplace, which includes the Disney Village Resort, a shopping       
facility, a complete clubhouse facility and a conference center. Pleasure       
Island, an evening entertainment center which opened in 1989, is adjacent to    
Disney Village Marketplace and includes restaurants, night clubs and shopping   
facilities. Near Pleasure Island is Typhoon Lagoon, a themed water park.        

At Disney Village Marketplace Hotel Plaza, seven independently operated     
hotels are situated on property leased from the Company. These hotels have a    
capacity of approximately 3,700 rooms. Additionally, two hotels -- the Walt     
Disney World Swan and the Walt Disney World Dolphin, with an aggregate capacity 
of approximately 2,300 rooms -- are operated on property leased from the        
Company near Epcot Center.                                                      

DISNEY VACATION CLUB                                                            
Sales have commenced and construction is continuing on a 529-unit Disney    
Vacation Club at Lake Buena Vista. In addition, during 1993, the Company        
acquired property in Vero Beach, Florida on which it plans to construct a 120-  
room inn and 60 time-share vacation villas. Both facilities are intended to be  
sold under a vacation ownership plan and be operated partially as rental        
property until the units are completely sold. The Company is also exploring     
development opportunities at a hotel site recently acquired near St. Tropez in  
the south of France.                                                            

DISNEYLAND PARK                                                                 
The Company owns 330 acres and has under long-term lease an additional 39   
acres of land in Anaheim, California. Disneyland Park, which opened in 1955,    
consists of eight principal areas: Toontown, Fantasyland, Adventureland,        
Frontierland, Tomorrowland, New Orleans Square, Main Street and Critter         
Country. Each of these areas features themed rides and attractions,             
restaurants, refreshment stands and merchandise shops. A number of the          
Disneyland Park attractions are sponsored by corporate participants. The        
Company markets new attractions as well as the entire Disneyland Park through   
national and local advertising and promotional activities. The Company owns and 
operates the 1,100-room Disneyland Hotel near Disneyland Park.                  

TOKYO DISNEYLAND                                                                
The Company earns royalties on certain revenues generated by the Tokyo      
Disneyland theme park, which is owned and operated by Oriental Land Co., Ltd.,  
an unrelated Japanese corporation, pursuant to a license agreement between      
Oriental Land Co., Ltd. and the Company. The park, which opened in 1983, is     
similar in size and concept to Disneyland Park and is located approximately six 
miles from downtown Tokyo, Japan.                                               

DISNEY DESIGN AND DEVELOPMENT                                                   
Disney Design and Development, encompassing the Company's two major design  
and development organizations, Walt Disney Imagineering and Disney Development  
Company, provides master planning, real estate development, attraction and show 
design, engineering support, production support, project management and         
research and development services for the Company's operations.                 

COMPETITIVE POSITION                                                            
The Company's theme parks and resorts compete with all other forms of       
entertainment, lodging, tourism and recreational activities. The profitability  
of the leisure-time industry is influenced by various factors which are not     
directly controllable, such as economic conditions, amount of available leisure 
time, oil and transportation prices and weather patterns. The Company believes  
its theme parks and resorts benefit substantially from the Company's reputation 
in the entertainment industry for excellent quality and from synergy with       
activities in other business segments of the Company.                           

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FILMED ENTERTAINMENT  

The Company produces live-action and animated motion pictures for           
distribution to the theatrical, television and home video markets. The Company  
also produces original television programming for the network and first-run     
syndication markets. The Company provides programming for and operates The      
Disney Channel, a pay television programming service, and KCAL-TV, a Los        
Angeles, California television station.                                         

THEATRICAL FILMS                                                                

Walt Disney Pictures and Television, a wholly-owned subsidiary of the       
Company, produces and acquires live-action motion pictures that are             
distributed under the names Walt Disney Pictures, Touchstone Pictures and       
Hollywood Pictures. In addition, the Company distributes films acquired by      
Miramax Film Corp. ("Miramax"), which was purchased in 1993, as well as films   
produced or acquired by Caravan Pictures, Cinergi Productions, Interscope       
Communications and Merchant-Ivory Productions. The Company also produces        
animated motion pictures under the name Walt Disney Pictures.                   

The Company plans to distribute approximately 60 feature films each year    
under the total Walt Disney Company banner. The Company seeks to produce        
several live-action family feature films each year and one to two full-length   
animated films every twelve months under the Walt Disney Pictures name,         
together with fifteen to twenty teenage and adult films each year under each    
of the Touchstone Pictures and Hollywood Pictures names. The Company expects    
that Miramax will acquire and produce up to 20 films per year. In addition,     
the Company periodically reissues animated films from the Company's library.    
The Company's film library at September 30, 1993 included 257 full-length live  
action (primarily color) features, 32 full-length animated color features and   
approximately 536 cartoon shorts.                                               

The Company distributes its filmed products through its own distribution and
marketing companies in the United States and most foreign markets.              

HOME VIDEO                                                                      
The Company distributes directly home video releases from each of its       
studios in the domestic market. In the international market, the Company        
distributes both directly and through foreign distribution companies. As of     
September 30, 1993, approximately 384 titles, including 177 feature films and   
207 cartoon and animated features, were available to the home entertainment     
market.                                                                         

NETWORK TELEVISION                                                              
The Company's network television operation develops, produces and           
distributes television programming to network and other broadcasters, under     
the Touchstone Television and Walt Disney Television labels. Program            
development is carried out in collaboration with a number of independent        
writers, producers and creative teams under exclusive development               
arrangements. Since 1991, the Company has focused on the development,           
production and distribution of half-hour comedies for network prime-time        
broadcast, including such series as Home Improvement, Empty Nest, Blossom and   
Dinosaurs. The Company seeks to syndicate in the domestic market those series   
that produce enough programs to permit syndicated "strip" broadcasting on a     
five-days-per-week basis.                                                       

The Company licenses television series developed for United States networks 
in a number of foreign markets, including Canada, Italy, the United Kingdom,    
Spain, Germany and Australia.                                                   

Walt Disney Television currently distributes two animated cartoon series for
Saturday morning: The Little Mermaid and Marsupilami. The Company also offers   
a variety of prime-time specials for exhibition on network television.          

The Company believes that its television programs complement the marketing  
and distribution of its theatrical motion pictures, the Walt Disney World       
destination resort, Disneyland Park and other businesses.                       

PAY TELEVISION AND TELEVISION SYNDICATION                                       
The Company licenses a number of feature films to pay television services,  
including its wholly-owned subsidiary, The Disney Channel.                      

The Company's subsidiary, Buena Vista Television, licenses the theatrical   
and television film library to the domestic television syndication market.      
Major packages of the Company's feature films and television programming have   
been licensed for broadcast and basic cable continuing over several years.      

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PAY TELEVISION AND TELEVISION SYNDICATION (CONT.)                               

The Company currently licenses its feature films for pay television on an   
output basis in several geographic markets, including the United Kingdom and    
Scandinavia, and has an arrangement with Showtime through 1996 for the United   
States. In 1993, the Company entered into an agreement to license to the Encore 
pay television service, over a multi-year period, exclusive domestic pay        
television rights to Miramax films beginning in 1994 and Touchstone Pictures    
and Hollywood Pictures films starting in 1997.                                  

 The Company also produces first-run syndication programming, including Siskel
& Ebert, a weekly half-hour motion picture review program; The Crusaders, a     
weekly one-hour investigative news show; Countdown at the Neon Armadillo, a     
weekly half-hour country and western dance review; Bill Nye, The Science Guy, a 
weekly half-hour educational program for children; Goof Troop, Darkwing Duck,   
Bonkers, DuckTales and Tail Spin, all of which are animated cartoon series      
airing five days a week; and Live with Regis and Kathie Lee, a one-hour daily   
talk show.                                                                      

Certain of the Company's television programs are also syndicated by the     
Company abroad, including The Disney Club, a weekly series that the Company     
produces for foreign markets. The Company's television programs are telecast    
regularly in many countries, including Australia, Brazil, Canada, China,        
France, Germany, Italy, Japan, Mexico, Spain and the United Kingdom.            

THE DISNEY CHANNEL                                                              
The Disney Channel, which has more than 7 million subscribers, is the       
Company's nationwide pay television programming service. New shows developed    
solely for original use by The Disney Channel include dramatic, adventure,      
comedy and educational series, as well as documentaries and first-run           
television movies. In addition, entertainment specials include shows            
originating from both the Walt Disney World destination resort and Disneyland   
Park. The balance of the programming consists of products acquired from third   
parties and products from the Company's theatrical film and television          
programming library.                                                            

KCAL-TV                                                                         
The Company operates KCAL-TV, a commercial station on VHF channel 9 in the  
Los Angeles area. Its revenues are derived from the sale of advertising time to 
local, regional and national advertisers.                                       

COMPETITIVE POSITION                                                            
The Company's filmed entertainment businesses (including theatrical films,  
product distributed through the network, syndication and pay television and     
home video markets, and The Disney Channel's pay television programming         
service) compete with all forms of entertainment. The Company also competes to  
obtain creative talents, story properties, advertiser support, broadcast rights 
and market share, which are essential to the success of all of the Company's    
filmed entertainment businesses.                                                

A significant number of companies produce and/or distribute theatrical and  
television films, exploit products in the home video market and provide pay     
television programming service. The Company produces and distributes films      
designed for family audiences and believes that it is a significant source of   
such films. The success of all the Company's theatrical motion pictures and     
television programming is heavily dependent upon public taste, which is         
unpredictable and subject to change without warning.                            

CONSUMER PRODUCTS 

The Company licenses the name Walt Disney, as well as the Company's         
characters, visual and literary properties and songs and music, to various      
consumer manufacturers, retailers, show promoters and publishers throughout the 
world. The Company also engages in direct retail distribution through The       
Disney Stores and four consumer catalogs, and is a publisher of books,          
magazines and comics in the United States and Europe. In addition, the Company  
produces audio and computer software for all markets, as well as film and video 
products for the educational marketplace, and sells educational toys, play      
equipment and classroom furniture for children.                                 

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MERCHANDISING AND PUBLICATIONS LICENSING                                        
The Company's domestic and foreign licensing activities generate royalties  
which are usually based on a fixed percentage of the wholesale or retail        
selling price of the licensee's products. Merchandise categories which have     
been licensed include apparel, watches, toys, gifts, housewares, stationery,    
sporting goods and domestic items such as sheets and towels. Publication        
categories which have been licensed include continuity-series books, book       
sets, art and picture books, magazines and newspaper comic strips.              

In addition to receiving licensing fees, the Company is actively involved in
the development and approval of licensed merchandise and in the                 
conceptualization, development, writing and illustration of licensed            
publications. The Company continually seeks to create new characters to be      
used in licensed products.                                                      

PUBLISHING                                                                      
The Company has continued to expand its publishing activities in many parts 
of the United States and Europe. It has book imprints in the United States      
offering trade books for children (Disney Press and Hyperion Books for          
Children) and adults (Hyperion Press). In addition, the Company is a joint      
venture partner in Disney Hachette Editions, which produces children's books,   
and Disney Hachette Presse, which produces children's magazines and computer    
software magazines in France. In the United States, Italy and France, the       
Company publishes comic magazines for children. The Company also publishes the  
magazine for children Disney Adventures, the general science magazine Discover  
and the family entertainment magazine FamilyFun.                                

THE DISNEY STORES                                                               
The Company markets Disney-related products directly through its retail     
facilities operated under "The Disney Store" name. These facilities are         
generally located in leading shopping malls and similar retail complexes. The   
stores carry a wide variety of Disney merchandise and promote other businesses  
of the Company. During fiscal 1993 the Company opened 48 new Disney Stores in   
the United States and Canada, 9 in Europe and 5 in Japan, bringing the total    
number to 239 as of September 30, 1993. The Company expects to open additional  
stores in the future in selected markets throughout the country, as well as in  
Japan and other European, Asian and Latin American countries.                   

AUDIO PRODUCTS AND MUSIC PUBLISHING                                             
The Company produces and distributes records, audio cassettes and compact   
discs for the children's markets in the United States and France and licenses   
the creation of similar products throughout the rest of the world. The Company  
publishes printed music exploiting the song copyrights created for the          
Company's records, film and television programs and develops new songs.         

Domestic retail sales of records, audio cassettes and related materials are 
the largest source of revenues, while direct marketing, which utilizes          
catalogs, coupon packages and television, is a secondary means of distribution  
for the Company. In both the United States and abroad, the Company signs,       
produces and promotes entertainers primarily for the children's market.         

OTHER ACTIVITIES                                                                
The Company is a direct marketer of children's educational toys, play       
equipment, classroom furniture and activewear apparel through The Disney        
Catalog, Childcraft, Just for Kids and Playclothes.                             

The Company produces audiovisual materials for the educational market,      
including videocassettes and film strips. It also licenses the manufacture and  
sale of posters and other teaching aids. The Company markets and distributes,   
through various channels, animation cel art and other animation-related         
artwork. In addition, the Company licenses the manufacture of software          
products for video game machines and publishes its own software programs for    
personal computers in the areas of entertainment, creativity and children's     
programs.                                                                       

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COMPETITIVE POSITION                                                            
The Company competes in its character merchandising and other licensing,    
publishing and retail activities with other licensors, publishers and           
retailers of character, brand and celebrity names, as well as entertainment     
and other licensed properties. In the record and music publishing business the  
Company competes with several other companies. Although public information is   
limited, the Company believes it is the largest worldwide producer/distributor  
of children's audio products, as well as the largest licensor of character-     
based merchandise in the world.                                                 

HOLLYWOOD RECORDS 

The Company formed Hollywood Records in 1990 to develop and market          
recordings from new talent across the spectrum of popular music, as well as     
soundtracks from the Company's live-action motion pictures. Current artists     
include Yothu Yindi, Brian May (of Queen) and Brian Setzer (formerly of The     
Stray Cats). During 1990, the Company signed Queen, a group known worldwide     
since the 1970's, and acquired the U.S. and Canadian distribution rights to     
their 16-album catalog. In 1993, the North American rights to release material  
from The Dave Clark Five catalog, a 1960's British pop act, were also           
acquired. Distribution is handled by Elektra Entertainment, a division of       
Warner Communications, Inc.                                                     

Hollywood Records competes in its audio business with other record labels   
for talent and exposure of its product. Many of its competitors are             
substantially larger than Hollywood Records, with greater financial resources,  
larger catalogues and rosters of well known and previously successful talent.   
The success of its products is dependent upon public taste, which is            
unpredictable, and upon the division's success in attracting talent.            

DISNEY SPORTS ENTERPRISES 

The Company formed Disney Sports Enterprises in 1993 to provide management  
and development services for the Company's National Hockey League franchise,    
the Mighty Ducks of Anaheim. Most of its competitors in the National Hockey     
League are established franchises that include rosters of well-known and        
previously successful talent. The Company also competes with all forms of       
entertainment and other sports franchises to obtain advertiser support,         
broadcast rights and creative talents which are essential to the success of     
the franchise.                                                                  

EURO DISNEY 

The Euro Disney Resort is located on a 4,800-acre site at Marne-la-Vallee,  
approximately 20 miles east of Paris, France. The project is being developed    
pursuant to a 1987 master agreement with French governmental authorities by     
Euro Disney S.C.A., a publicly held French company in which the Company holds   
a 49% equity interest and which is managed by a subsidiary of the Company.      

The project's first phase involved the construction of the Euro Disneyland  
theme park, which opened in April 1992. The park draws on a number of European  
traditions in its five themed lands. Six themed hotels, with a total of         
approximately 5,200 rooms, are part of the resort complex, together with an     
entertainment center with a variety of retail, dining and show facilities and   
a 595-space camping site. The complex is served by direct rail transport to     
Paris and, beginning in 1994, by high-speed TGV train service.                  

The Company receives royalties with respect to various intellectual property
rights licensed by the Company to Euro Disney S.C.A. in connection with the     
project. In addition, the subsidiary of the Company that manages Euro Disney    
S.C.A. earns management fees based on the revenues and incentive fees based on  
cash flows of Euro Disney S.C.A. The Company agreed to defer its base           
management fees relating to 1992 and 1993. Repayment of the deferred amount     
will be contingent upon Euro Disney attaining profitability. (See Management's  
Discussion and Analysis on page 13 for further information.)                    

ITEM 2. PROPERTIES                                                              
The Walt Disney World destination resort, Disneyland Park and other         
California and Florida properties are described in Item 1 under the caption     
Theme Parks and Resorts. Film library properties are described in Item 1 under  
the caption Filmed Entertainment.                                               

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The Company owns approximately 51 acres of land in Burbank, California on   
which are located its studios and executive offices. The studio facilities are  
used for the production of both live-action and animated motion pictures and    
television products. In addition, the Company leases office and warehouse       
space for certain of its studio and corporate activities. The Company's KCAL-   
TV facilities are located in Hollywood, California.                             

It is the Company's practice to obtain United States and foreign legal      
protection for its theatrical and television product and its other original     
works, including the various names and designs of the animated characters and   
the publications and music which have been created in connection with the       
Company's filmed products. The Company owns all rights to the name, likeness    
and portrait of Walt Disney.                                                    

ITEM 3. LEGAL PROCEEDINGS                                                       
The Company, together with, in some instances, certain of its directors and 
officers, is a defendant or co-defendant in various legal actions involving     
copyright, breach of contract and various other claims incident to the conduct  
of its businesses. Management does not expect the Company to suffer any         
material liability by reason of such actions.                                   

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     
No matters were submitted to a vote of stockholders during the fourth       
quarter of the fiscal year covered by this report.                              

EXECUTIVE OFFICERS OF THE COMPANY                                               
The executive officers of the Company are elected each year at the          
organizational meeting of the Board of Directors which follows the annual       
meeting of the stockholders and at such other meetings as appropriate. Each of  
the executive officers has been employed by the Company in the position or      
positions indicated in the list and pertinent notes below. Messrs. Eisner,      
Wells, Disney, Murphy and Shapiro have been employed by the Company as          
executive officers for more than five years.                                    

At September 30, 1993, the executive officers were as follows.              

                                                                [Download Table]

                                                                        Executive  
      Name          Age                  Title                        Officer Since
----------------    ---  -------------------------------------------  -------------
                                                                                   
Michael D. Eisner   51   Chairman of the Board and Chief Executive                 
                           Officer                                        1984     
Frank G. Wells      61   President and Chief Operating Officer            1984     
Roy E. Disney       63   Vice Chairman of the Board                       1984     
Lawrence P. Murphy  41   Executive Vice President-Strategic Planning               
                           and Development                                1985     
Sanford M. Litvack  57   Executive Vice President-Law and Human                    
                           Resources/1/                                   1991     
Joe Shapiro         47   Executive Vice President                         1985     
Richard D. Nanula   33   Senior Vice President and Chief Financial                 
                           Officer/2/                                     1990     
John J. Garand      46   Vice President-Planning and Control/3/           1992     

--------                                                                        
/1/  Mr. Litvack joined the Company as Senior Vice President-General Counsel in 
1991. He was named to his present position in 1992. Mr. Litvack was   
previously a member of the executive committee and chairman of the    
    litigation department of the law firm of Dewey Ballantine, of which he was
  a partner from January 1987 until April 1991. Prior to that, Mr. Litvack
   was a partner in the law firm of Donovan Leisure Newton & Irvine, serving
as chairman of the executive committee from 1983 until December 1986. 

/2/  Mr. Nanula joined the Company's strategic planning operation in 1986 and   
   was named Vice President-Treasurer of the Company in January 1990. He was
named to his present position in August 1991.                         

/3/  Mr. Garand was previously Senior Vice President and Chief Financial Officer
   for Morse Shoe, Inc. from April 1990 until March 1992. Prior to that, Mr.
    Garand served in various positions at the corporate and subsidiary offices
of PepsiCo, Inc. from 1981 until March 1990.                          

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PART II 

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS   
The Company's common stock is listed on the New York, Pacific, Swiss and    
Tokyo stock exchanges (NYSE symbol DIS). The following sets forth the high and  
low composite sale prices for the fiscal periods indicated, adjusted to reflect 
the four-for-one split of the common stock effective April 20, 1992.            

                                                                [Download Table]

                                                            Sales Price  
                                                          ---------------
                                                           High     Low  
                                                          ------- -------
 1992                                                                    
                                                                         
1stQuarter............................................... $30 3/8 $25 7/8
2ndQuarter...............................................  39 3/8  28 1/2
3rdQuarter...............................................  41 1/8  34 5/8
4thQuarter...............................................  37 1/2  32 3/4

 1993                                                                    
                                                                         
1stQuarter............................................... $45 1/4 $33 1/4
2ndQuarter...............................................  47 7/8  41 3/4
3rdQuarter...............................................  45 1/8  38 1/4
4thQuarter...............................................  41 3/8      36

The Company declared one quarterly dividend of $.0525 per share and three   
quarterly dividends of $.0625 per share in 1993, and in 1992 declared one       
quarterly dividend of $.04375 per share and three quarterly dividends of        
$.0525.                                                                         

As of September 30, 1993, the approximate number of record holders of the   
Company's common stock was 408,000.                                             

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ITEM 6. SELECTED FINANCIAL DATA                                                 

(In millions, except per share data)                                            

                                                        [Enlarge/Download Table]

                                              1993       1992      1991      1990      1989   
                                                                                              
Statement of Income                                                                           
  Revenues                                 $ 8,529.2  $ 7,504.0  $6,112.0  $5,757.3  $4,593.8 
  Operating income                           1,724.5    1,435.3   1,094.5   1,339.1   1,228.5 
  Income before cumulative effect                                                             
    of accounting changes                      671.3      816.7     636.6     824.0     703.3 
  Cumulative effect of accounting changes     (371.5)                                         
  Net income                                   299.8      816.7     636.6     824.0     703.3 

Per Share                                                                                     
  Earnings before cumulative effect of                                                        
    accounting changes                     $    1.23  $    1.52  $   1.20  $   1.50  $   1.27 
  Cumulative effect of accounting changes       (.68)                                         
  Earnings                                       .55       1.52      1.20      1.50      1.27 
  Cash dividends                                 .24        .20       .17       .14       .12 

Balance Sheet                                                                                 
  Total assets                             $11,751.1  $10,861.7  $9,428.5  $8,022.3  $6,657.2 
  Borrowings                                 2,385.8    2,222.4   2,213.8   1,584.6     860.6 
  Stockholders' equity                       5,030.5    4,704.6   3,871.3   3,488.6   3,044.0 

Statement of Cash Flows                                                                       
  Cash flow                                $ 2,145.2  $ 1,838.1  $1,496.7  $1,358.9  $1,275.6 
  Investing activities                      (2,659.7)  (1,923.7) (1,726.3) (1,181.9) (1,729.2)
  Financing activities                         112.7      (35.7)    295.9     262.0     406.4 

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND         
RESULTS OF OPERATIONS                                                           

OPERATIONS  

1993 vs. 1992: Revenues increased in 1993 by 14% to $8.5 billion from 1992  
levels. The increase resulted primarily from successful domestic home video     
releases, increased international theatrical distribution activities, the       
continued expansion of The Disney Stores worldwide and increased licensing      
activities. Revenues of $1.8 billion from foreign operations in all business    
segments increased by 25% and represented 21% of total revenues, an increase    
of 2 percentage points over 1992.                                               

Operating income for 1993 increased by 20% to $1.7 billion from $1.4 billion
in 1992. The increase was due to the successful domestic and international      
home video and international theatrical release of Beauty and the Beast, the    
strong worldwide theatrical release of Aladdin, the domestic home video         
release of Pinocchio and greater product availabilities in pay television and   
worldwide television syndication. Theme Parks and Resorts operating income      
grew as a result of increased domestic theme park per capita spending and       
higher occupied rooms at the Florida resorts together with increased sales at   
the Disney Vacation Club and higher royalties from Tokyo Disneyland. Consumer   
Products results primarily reflected increased demand for Disney licensed       
products in worldwide markets.                                                  

Income and earnings per share before the cumulative effect of accounting    
changes in 1993 (described below) decreased 18% to $671.3 million and 19% to    
$1.23, respectively, from $816.7 million and $1.52 in 1992. The decrease        
reflects the impact of a charge of $350.0 million to fully reserve the          
Company's current receivables and funding commitment to Euro Disney and the     
Company's equity share of Euro Disney's operating loss. (See Note 3 to          
Consolidated Financial Statements.) The Company's 1993 net income and earnings  
per share were significantly impacted by the change in accounting method for    
pre-opening costs and the impact of adoption of two new required Statements of  
Financial Accounting Standards, Employers' Accounting for Postretirement        
Benefits Other Than Pensions (SFAS 106) and Accounting for Income Taxes (SFAS   
109).                                                                           

The cumulative effect of the change in accounting method for pre-opening    
costs resulted in a charge of $271.2 million or $.50 per share. In addition,    
the cumulative effect of adopting SFAS 106 was a charge of $130.3 million or    
$.24 per share, partially offset by the $30.0 million or $.06 per share         
benefit from adopting SFAS 109. (See Notes 1, 7, 8 and 12 to Consolidated       
Financial Statements.)                                                          

Net income after the cumulative effect of accounting changes in 1993        
decreased by 63% to $299.8 million from $816.7 million in 1992 and earnings     
per share fell 64% from $1.52 to $.55.                                          

1992 vs. 1991: In 1992, the Company generated a record $7.5 billion in      
revenues, an increase of 23% over 1991. The increase was driven by strong       
performance in all three of the Company's business segments: successful home    
video and theatrical releases, higher theme park attendance and resort          
occupancy and increased merchandise licensing. Foreign-sourced revenues of      
$1.5 billion accounted for 19% of total revenues compared with 21% or $1.3      
billion in 1991.                                                                

Operating income increased 31% to $1.4 billion from $1.1 billion in 1991.   
The increase resulted primarily from the success of home video release of       
library product and strong performances from certain theatrical releases.       
Consumer Products operating income grew as a result of continued demand for     
Disney licensed products in worldwide markets and the expansion of the          
Company's publishing business in Europe. Theme Parks and Resorts results        
reflected increased park attendance and sharply higher occupied room nights at  
the Florida resorts.                                                            

Net income for 1992 increased to $816.7 million or 28% over 1991 while      
earnings per share of $1.52 increased 27% over the $1.20 reported in 1991.      
(Earnings per share amounts reflected the Company's four-for-one stock split    
in April 1992.) (See Note 9 to Consolidated Financial Statements.)              

THEME PARKS AND RESORTS                                                         

1993 vs. 1992: Revenues for 1993 of $3.4 billion were 4% higher than 1992.  
This increase was primarily attributable to higher per capita spending at the   
theme parks and the increased number of                                         

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occupied rooms at the Florida resorts. Total attendance was flat with the       
prior year, as the impact of the opening of Mickey's Toontown at Disneyland     
and the Splash Mountain attraction at Tokyo Disneyland was offset by weakness   
in the international tourism market at Walt Disney World due to the poor        
European economy. Per capita spending was higher than the prior year period     
due to price increases. The increase in occupied rooms resulted from the        
absorption of additional capacity from the Dixie Landings resort.               

Operating income of $746.9 million in 1993 was 16% higher than the $644.0   
million generated in the prior year. The increase was driven by increased per   
capita spending at the parks, the increased number of occupied rooms and        
higher room rates at the Florida resorts and continued development and sales    
of ownership interests at the Disney Vacation Club. Decreased current year      
development spending at Walt Disney Imagineering and increased royalties at     
Tokyo Disneyland also contributed to higher operating income. Year-over-year    
comparisons were also positively impacted by the prior-year charge relating to  
the termination of the lease on the Queen Mary hotel and attraction.            

1992 vs. 1991: Revenues of $3.3 billion increased 18% from $2.8 billion in  
1991. Results reflected increased theme park attendance and higher per capita   
spending primarily due to price increases. An increase in occupied room nights  
at the Florida resorts, primarily due to additional capacity from the opening   
of the 1,008-room Port Orleans resort in May 1991 and the 2,048-room Dixie      
Landings resort in February 1992, also contributed to the increase in           
revenues.                                                                       

Operating income increased 18% to $644.0 million from the $546.6 million    
achieved in the prior year. Increased attendance, driven by the 20th            
Anniversary Celebration at the Magic Kingdom in the Walt Disney World Resort,   
sharply higher occupied room nights and increased resort occupancy,             
contributed to the increase in 1992. Partially offsetting these results were    
higher design and development costs. Additionally, results reflected a charge   
relating to the termination of the lease on the Queen Mary hotel and            
attraction and expenses for the 20th Anniversary Celebration.                   

1992 attendance at Tokyo Disneyland did not change significantly from 1991  
levels.                                                                         

FILMED ENTERTAINMENT                                                            

1993 vs. 1992: Revenues of $3.7 billion were 18% higher and operating income
of $622.2 million was 22% higher in 1993 than the $3.1 billion and the $508.3   
million, respectively, reported in 1992. Operating income benefited primarily   
from the growth in home video and international theatrical and television       
distribution. Successful home video releases in 1993 included Beauty and the    
Beast and Pinocchio domestically and Beauty and the Beast and Cinderella        
internationally. Theatrical revenues and operating income in 1993 were driven   
by the worldwide release of Aladdin (excluding Europe) and the international    
release of Beauty and the Beast, Sister Act and The Jungle Book, offset by the  
disappointing domestic theatrical performances of certain live-action           
releases. Pay television and worldwide syndication revenues and operating       
income were also higher, reflecting increased activity as more product was      
made available to those markets. Results also included the positive impact of   
continued growth in The Disney Channel subscriber base.                         

1992 vs. 1991: Revenues of $3.1 billion increased 20% from $2.6 billion in  
1992, reflecting the worldwide success of the Company's animated products in    
home video, theatrical and television markets. Significant home video sell-     
through releases in 1992 included Fantasia worldwide and 101 Dalmatians, The    
Rescuers and The Great Mouse Detective domestically. Theatrical revenues in     
1992 were driven by the worldwide release of Beauty and the Beast, Father of    
the Bride and The Hand That Rocks the Cradle. Also included were the            
successful releases of Sister Act domestically and Rescuers Down Under and      
Snow White internationally. Domestic television revenues reflected the          
continued growth in network television and syndication.                         

Operating income increased 60% to $508.3 million from the $318.1 million    
generated in the prior year. Results benefited primarily from the success of    
the home video release of the library titles Fantasia and 101 Dalmatians.       
Library titles generate higher operating margins because most production and    
distribution costs have already been amortized. Improved domestic theatrical    
results reflected the successes of Beauty and the Beast, Sister Act and The     
Hand That Rocks the Cradle. Higher domestic                                     

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syndication television sales and continuing subscriber growth at The Disney     
Channel also contributed to the growth in operating income. Partially           
offsetting these results were the disappointing domestic theatrical             
performances of certain other live-action releases.                             

CONSUMER PRODUCTS                                                               

1993 vs. 1992: Revenues of $1.4 billion were 31% higher than the $1.1       
billion generated in 1992. Increased revenues reflected the impact of the       
worldwide expansion of The Disney Stores from 177 to 239 in 1993 and            
substantial same store sales increases, combined with higher revenues in        
domestic licensing, publications and records and audio entertainment.           
Licensing activity in Europe and the Asia/Pacific region, in addition to        
increased catalog circulation, also contributed to the growth.                  

Operating income of $355.4 million was 26% greater than the $283.0 million  
generated in the prior year. Strong sales of Aladdin and Beauty and the Beast   
merchandise contributed to the growth in operating income generated by          
domestic publications, records and audio entertainment and The Disney Stores    
domestically. Additionally, increased sales of both film and standard           
character properties contributed to the favorable results in domestic and       
international licensing. Start-up costs associated with international           
expansion of The Disney Stores negatively impacted results.                     

1992 vs. 1991: Revenues of $1.1 billion increased 49% from $724.0 million in
1991. At September 30, 1992, there were 177 Disney Stores compared to 113 a     
year earlier. The expansion of The Disney Stores, together with the continued   
strength of domestic licensed product sales in apparel, toys and publications   
and growth in European businesses, contributed significantly to the increase    
in worldwide revenues.                                                          

Operating income increased 23% to $283.0 million from the $229.8 million    
generated in the prior year. Strong sales of The Little Mermaid, 101            
Dalmatians and Beauty and the Beast merchandise contributed to the growth in    
operating income in 1992. As expected, operating margins declined, reflecting   
further expansion into lower margin businesses of direct publishing, catalog    
merchandising and The Disney Stores. Start-up costs associated with new         
initiatives in publishing negatively impacted results.                          

CORPORATE ACTIVITIES                                                            
GENERAL AND ADMINISTRATIVE EXPENSES                                             

1993 vs. 1992: General and administrative expenses for 1993 were $164.2     
million, representing an 11% increase from the 1992 total of $148.2 million.    
While Corporate general and administrative expenses remained virtually flat,    
the increase reflected higher operating losses at Hollywood Records in          
contrast to the prior year which reflected the success of the Queen catalog.    

1992 vs. 1991: General and administrative expenses for 1992 were $148.2     
million, representing an 8% decrease from the 1991 total of $160.8 million.     
The decrease reflected reduced operating losses at Hollywood Records due to     
the success of the Queen catalog.                                               

INVESTMENT AND INTEREST INCOME AND INTEREST EXPENSE                             

1993 vs. 1992: Total investment and interest income for 1993 was $186.1     
million, representing a 43% increase over the 1992 total of $130.3 million.     
The increase reflected higher investment balances, gains on termination of      
interest rate swap agreements and the favorable impact of leveraged leasing     
activities in the current year.                                                 

Interest expense increased 24% to $157.7 million in 1993, primarily due to  
the write-off of unamortized issuance costs on the Company's subordinated       
notes (which were redeemed during the year) and higher average borrowing        
balances, partially offset by the impact of lower average rates. The average    
borrowing rate decreased from 7.2% in 1992 to 6.9% in 1993. Capitalized         
interest, which reduces interest expense, was flat compared to the prior year.  

1992 vs. 1991: Total investment and interest income for 1992 was $130.3     
million, representing a 9% increase over the 1991 total of $119.4 million. The  
increase reflected the favorable impact of interest rate swaps and leveraged    
leasing activities in the current year, partially offset by prior year gains    
on sales of certain marketable securities.                                      

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Interest expense increased 21% to $126.8 million in 1992, primarily due to  
increased average borrowings. The average borrowing rate increased from 6.5%    
in 1991 to 7.2% in 1992. Capitalized interest, which reduces interest expense,  
decreased in 1992 due to the lower average balances on projects in progress,    
also contributing to the higher level of interest expense.                      

INVESTMENT IN EURO DISNEY                                                       

1993 vs. 1992: For the year, the Company's investment in Euro Disney        
resulted in a loss of $514.7 million, including the charge referred to below,   
after being partially offset by royalties and gain amortization related to the  
investment. The operating results of Euro Disney were lower than expected due   
in part to the European recession affecting Euro Disney's largest markets.      

Euro Disney, its principal lenders and the Company are exploring a financial
restructuring for Euro Disney. Throughout 1994, Euro Disney will require        
significant funding. The Company has agreed to help fund Euro Disney for a      
limited period, to afford Euro Disney time to attempt a financial               
restructuring, by spring 1994. Should the financial restructuring not be        
completed, Euro Disney would face a liquidity problem. The operating results    
for the fourth quarter and the year, and the need for a financial               
restructuring, created uncertainty regarding the Company's ability to collect   
its current receivables and the funding commitment to Euro Disney. Because of   
this, the Company recorded a charge of $350.0 million in the fourth quarter to  
fully reserve its current receivables and funding commitment.                   

In 1992, the Company's investment in Euro Disney contributed income of $11.2
million. Although Euro Disney incurred a loss for 1992, the Company's 49%       
share of the net loss was offset by royalties and gain amortization related to  
its investment.                                                                 

1992 vs. 1991: The Euro Disney resort, under construction since 1987,       
commenced operations on April 12, 1992. The Company's investment in Euro        
Disney contributed income of $11.2 million in 1992 compared to income from the  
investment of $63.8 million in 1991. Although Euro Disney incurred a loss for   
fiscal 1992, the Company's equity share of the net loss was offset by           
royalties and gain amortization related to its investment. Income from the      
investment in 1991 represented the Company's equity share of interest earnings  
and gain amortization.                                                          

LIQUIDITY AND CAPITAL RESOURCES 

The Company generates significant cash from operations. Cash flow from      
operating activities amounted to $2.1 billion in 1993, an increase of 17% over  
1992. In addition, during fiscal 1993, the Company raised approximately $400    
million from the issuance of senior participating notes with interest           
partially tied to the performances of live-action feature films, $300 million   
from the issuance of 100-year senior debentures and $231 million from the       
issuance of medium-term notes.                                                  

In 1993, the Company used $1 billion of funds to redeem the Company's zero  
coupon subordinated notes and $173 million of funds to settle matured medium-   
term notes. In addition, the Company used $794 million to further develop the   
theme parks and new resort properties, primarily construction in process on     
Disney's Wilderness Lodge, Disney's All Star Resorts and the Twilight Zone      
Tower of Terror attraction at Walt Disney World and completion of Mickey's      
Toontown at Disneyland. The Company also used $1.3 billion of funds in          
development and production of film and television properties. In previous       
years, a portion of the funding for film production was generated by off-       
balance-sheet financing.                                                        

The Company's financial condition remains strong and the Company has the    
resources necessary to meet future anticipated funding requirements. In         
addition to cash flow from operations, the Company has sufficient unused debt   
capacity, including an unused $300 million line of credit, to finance its       
ongoing capital investment program and to take advantage of internal and        
external development and acquisition opportunities.                             

In order to reduce the Company's exposure to risks from foreign currency and
interest rate fluctuations, management has adopted an extensive hedging         
program and it continually monitors the status of its hedging activities. (See  
Notes 1, 2 and 5 to Consolidated Financial Statements.)                         

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                             

See Index to Financial Statements and Supplemental Data on page 20.         

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE                                            

None.                                                                       

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PART III  

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY                        

Information regarding directors appearing under the caption Election of     
Directors in the Company's Proxy Statement for the 1994 Annual Meeting of       
Stockholders (the "1994 Proxy Statement") is hereby incorporated by reference.  

Information regarding executive officers is included in Part I of this Form 
10-K as permitted by General Instruction G(3).                                  

ITEM 11. EXECUTIVE COMPENSATION                                                 

Information appearing under the captions Directors' Remuneration; Attendance
and Executive Compensation in the 1994 Proxy Statement is hereby incorporated   
by reference.                                                                   

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

Information setting forth the security ownership of certain beneficial      
owners and management appearing under the caption Stock Ownership of Certain    
Beneficial Owners and Stock Ownership of Directors and Executive Officers in    
the 1994 Proxy Statement is hereby incorporated by reference.                   

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

Information regarding certain related transactions appearing under the      
caption Related Transactions in the 1994 Proxy Statement is hereby              
incorporated by reference.                                                      

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PART IV 

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K        

(a)Exhibits and Financial Statements and Schedules                              

(1)Financial Statements and Schedules                                       

See Index to Financial Statements and Supplemental Data at page 20.     

(2)Exhibits                                                                 

3(a)  Restated Certificate of Incorporation of the Company, filed as    
    Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
year ended September 30, 1992, is hereby incorporated by    
reference.                                                  
3(b)  Bylaws of the Company, as amended, filed as Exhibit 3(b) to the   
     Company's Annual Report on Form 10-K for the year ended September
30, 1992, is hereby incorporated by reference.              
4(a)  Rights Agreement, dated as of June 21, 1989, between the Company  
  and Security Pacific National Bank, as Rights Agent (including
    the form of Certificate of Designation of the Series R Preferred
Stock attached as Exhibit A thereto and the form of Rights  
     Certificate attached as Exhibit B thereto), filed as Exhibit 1 to
     the Company's Current Report on Form 8-K, dated June 21, 1989, is
hereby incorporated by reference.                           
4(b)  Indenture, dated as of November 30, 1990, between the Company and 
     Bankers Trust Company, as Trustee, with respect to certain senior
debt securities of the Company, filed as Exhibit 2 to the   
    Company's Current Report on Form 8-K, dated January 14, 1991, is
hereby incorporated by reference.                           
4(c)  (i) Credit Agreement, dated as of November 22, 1991, among the    
   Company, Citicorp U.S.A., Inc., as Agent, and certain financial
institutions, filed as Exhibit 1 to the Company's Quarterly 
   Report on Form 10-Q for the period ended December 31, 1991, and
(ii) First Amendment thereto, dated as of February 16, 1993,
     filed as Exhibit 4 to the Company's Quarterly Report on Form 10-Q
   for the period ended March 31, 1993, are hereby incorporated by
reference.                                                  
4(d)  Other long-term borrowing instruments issued by the Company are   
    omitted pursuant to Item 601(b) (4) (iii) of Regulation S-K. The
   Company undertakes to furnish copies of such instruments to the
Commission upon request.                                    
10(a) (i) Agreement on the Creation and the Operation of Euro           
Disneyland en France, dated March 25, 1987, and (ii) Letter 
   relating thereto of Michael D. Eisner, Chairman of the Company,
dated March 24, 1987, filed as Exhibits 10(b) and 10(a),    
   respectively, to the Company's Current Report on Form 8-K filed
April 24, 1987, are hereby incorporated by reference.       
10(b) Limited Recourse Financing Facility Agreement, dated as of April  
    27, 1988, among the Company, Citibank Channel Island Limited and
   Citicorp International, filed as Exhibit (10a) to the Company's
Current Report on Form 8-K filed April 29, 1988, is hereby  
incorporated by reference.                                  
10(c) (i) Employment Agreement, dated as of January 10, 1989, between   
    the Company and Michael D. Eisner, filed as Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the period ended
    March 31, 1989; (ii) Agreement, dated March 1, 1985, between the
Company and Michael D. Eisner, filed as Exhibit 2 to the    
     Company's Quarterly Report on Form 10-Q for the period ended June
 30, 1985; and (iii) description of action by the Compensation
   Committee taken on November 30, 1990, filed as Exhibit 10(c) to
the Company's Annual Report on Form 10-K for the year ended 
September 30, 1990, are hereby incorporated by reference.   
10(d) (i) Employment Agreement, dated January 10, 1989, between the     
Company and Frank G. Wells, filed as Exhibit 10(a) to the   
Company's Quarterly Report on Form 10-Q for the period ended
    March 31, 1989; (ii) Agreement, dated March 1, 1985, between the
   Company and Frank G. Wells, filed as Exhibit 3 to the Company's
Quarterly Report on                                         

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(2) Exhibits (cont.)                                                        

       Form 10-Q for the period ended June 30, 1985; and (iii) description
       of action by the Compensation Committee taken on November 30, 1990,
      filed as Exhibit 10(c) to the Company's Annual Report on Form 10-K
     for the year ended September 30, 1990, are hereby incorporated by
reference.                                                  
10(e) Amended and Restated Employment Agreement, dated as of February 1,
    1991, between the Company and Joe Shapiro, filed as Exhibit 1 to
    the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1991, is hereby incorporated by reference.         
10(f) (i) Contract, dated December 14, 1979, with E. Cardon Walker, to  
    purchase a 2% interest in certain motion pictures to be produced
by the Company and to acquire an additional 2% profit       
    participation; and (ii) Amendment thereto, dated August 8, 1980,
    filed as Exhibits 1 and 3, respectively, to the Company's Annual
  Report on Form 10-K for the year ended September 30, 1980, are
hereby incorporated by reference.                           
10(g) Form of Indemnification Agreement entered into or to be entered   
into by certain officers and directors of the Company as    
    determined from time to time by the Board of Directors, included
   as Annex C to the Proxy Statement for the Company's 1988 Annual
 Meeting of Stockholders, is hereby incorporated by reference.
10(h) Loan Plan for Corporate Officers, filed as Exhibit 10(u) to the   
     Company's Annual Report on Form 10-K for the year ended September
30, 1986, is hereby incorporated by reference.              
10(i) 1990 Stock Incentive Plan and the Rules relating to Stock Options 
     and Stock Appreciation Rights thereunder, filed as Exhibits 28(a)
    and 28(b), respectively, to the Company's Registration Statement
on Form S-8 (No. 33-39770), dated April 5, 1991, are hereby 
incorporated by reference.                                  
10(j) (i) 1987 Stock Incentive Plan and the Rules relating to Stock     
     Options and Stock Appreciation Rights thereunder, (ii) 1984 Stock
    Incentive Plan and the Rules relating to Stock Options and Stock
     Appreciation Rights thereunder, (iii) 1981 Incentive Plan and the
 Rules relating to Stock Options and Stock Appreciation Rights
   thereunder and (iv) 1980 Stock Option Plan, all as set forth as
    Exhibits 1(a), 1(b), 2(a), 2(b), 3(a), 3(b) and 4, respectively,
to the Prospectus contained in Part I of the Company's      
     Registration Statement on Form S-8 (No. 33-26106), dated December
20, 1988, are hereby incorporated by reference.             
10(k) Contingent Stock Award Rules under the Company's 1984 Stock       
  Incentive Plan, filed as Exhibit 10(t) to the Company's Annual
 Report on Form 10-K for the year ended September 30, 1986, is
hereby incorporated by reference.                           
10(l) Disney Salaried Retirement Plan, filed as Exhibit 10(m) to the    
     Company's Annual Report on Form 10-K for the year ended September
30, 1989, is hereby incorporated by reference.              
10(m) The Walt Disney Company and Associated Companies Key Employees    
     Deferred Compensation and Retirement Plan, filed as Exhibit 10(u)
  to the Company's Annual Report on Form 10-K for the year ended
September 30, 1985, is hereby incorporated by reference.    
10(n) Supplemental Medical and Group Term Life Insurance Plan (summary  
     plan description), filed as Exhibit 10(x) to the Company's Annual
 Report on Form 10-K for the year ended September 30, 1985, is
hereby incorporated by reference.                           
10(o) Group Personal Excess Liability Insurance Plan (summary plan      
    description), filed Exhibit 10(z) to the Company's Annual Report
 on Form 10-K for the year ended September 30, 1986, is hereby
incorporated by reference.                                  
10(p) Family Income Assurance Plan (summary plan description), filed as 
 Exhibit 10(aa) to the Annual Report on Form 10-K for the year
  ended September 30, 1986, is hereby incorporated by reference.

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(2) Exhibits (cont.)                                                        

10(q) Disney Salaried Savings and Investment Plan, as amended and       
restated through June 1, 1990, filed as Exhibit 28(a) to the
Company's Registration Statement on Form S-8 (No. 33-35405),
filed June 14, 1990, is hereby incorporated by reference.   
10(r) Disney Salaried Savings and Investment Plan Trust Agreement,      
dated June 30, 1992, filed as Exhibit 10 to the Company's   
     Quarterly Report on Form 10-Q for the period ended June 30, 1992,
is hereby incorporated by reference.                        
10(s) Master Trust Agreement for Employees Savings and Retirement       
    Plans, as amended and restated through June 1, 1990, between the
   Company and Bankers Trust Company, as Trustee, filed as Exhibit
  28(b) to the Company's Registration Statement on Form S-8 (No.
33-35405), filed June 14, 1990, is hereby incorporated by   
reference.                                                  
18    Letter from the Company's independent auditors, dated August 9,   
    1993, regarding preferability of the change in accounting method
    for project-related pre-opening costs, filed as Exhibit 1 to the
     Company's Quarterly Report on Form 10-Q for the period ended June
30, 1993, is hereby incorporated by reference.              
21    Subsidiaries of The Walt Disney Company.                          
23(a) Consent of Price Waterhouse, the Company's independent            
accountants, is included herein at page 21.                 
23(b) Consent of PSAudit, independent accountants of Euro Disney        
S.C.A., is included herein at page 46.                      
28    Financial statements required by Form 11-K with respect to the    
  Disney Salaried Savings and Investment Plan for the year ended
  December 31, 1992, filed as Exhibit 28 to the Annual Report on
  Form 10-K for the year ended September 30, 1992, as amended by
  Amendment No. 1 on Form 10-K/A dated June 29, 1993, are hereby
incorporated by reference.                                  

(b)Reports on Form 8-K                                                          

(1) The Company filed a Current Report on Form 8-K, dated July 8, 1993,     
with respect to a press release of Euro Disney S.C.A. dated July 8, 
1993.                                                               

(2) The Company filed a Current Report on Form 8-K, dated July 29, 1993,    
with respect to adoption of the methods of accounting prescribed by 
 Statement of Financial Accounting Standards (SFAS) No. 106 Employers'
   Accounting for Postretirement Benefits Other Than Pensions and SFAS No.
  109 Accounting for Income Taxes and the change in method of accounting
for project-related pre-opening costs. As a result of these changes,
   the Company filed amendments on Form 10-Q/A to its Quarterly Reports on
   Form 10-Q for the fiscal quarters ended December 31, 1992 and March 31,
1993, reflecting these changes.                                     

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities       
Exchange Act of 1934, the registrant has duly caused this report to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

                         THE WALT DISNEY COMPANY
                         -----------------------------------------------------
                        (Registrant)
Date: December 17, 1993   By:               MICHAEL D. EISNER                   
                         -----------------------------------------------------
                        (Michael D. Eisner, Chairman and Chief Executive
                        Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this   
report has been signed below by the following persons on behalf of the          
registrant and in the capacities and on the dates indicated.                    

                                                        [Enlarge/Download Table]


           Signature                                 Title                     Date        
           ---------                                 -----                     ----        
                                                                                           
Principal Executive Officers                                                               
MICHAEL D. EISNER                            Chairman of the Board and                     
-------------------------------              Chief Executive Officer      December 17, 1993
(Michael D. Eisner)                                                                        

FRANK G. WELLS                               President and Chief                           
-------------------------------              Operating Officer            December 17, 1993
(Frank G. Wells)                                                                           

Principal Financial and Accounting Officers                                                
RICHARD D. NANULA                            Senior Vice President                         
-------------------------------              and Chief Financial Officer  December 17, 1993
(Richard D. Nanula)                                                                        

JOHN J. GARAND                               Vice President - Planning                     
-------------------------------              and Control                  December 17, 1993
(John J. Garand)                                                                           

Directors                                                                                  
REVETA F. BOWERS                                 Director                 December 17, 1993
-------------------------------                                                            
(Reveta F. Bowers)                                                                         
ROY E. DISNEY                                    Director                 December 17, 1993
-------------------------------                                                            
(Roy E. Disney)                                                                            
MICHAEL D. EISNER                                Director                 December 17, 1993
-------------------------------                                                            
(Michael D. Eisner)                                                                        
STANLEY P. GOLD                                  Director                 December 17, 1993
-------------------------------                                                            
(Stanley P. Gold)                                                                          
IGNACIO E. LOZANO, JR.                           Director                 December 17, 1993
-------------------------------                                                            
(Ignacio E. Lozano, Jr.)                                                                   
RICHARD A. NUNIS                                 Director                 December 17, 1993
-------------------------------                                                            
(Richard A. Nunis)                                                                         
IRWIN E. RUSSELL                                 Director                 December 17, 1993
-------------------------------                                                            
(Irwin E. Russell)                                                                         
ROBERT A.M. STERN                                Director                 December 17, 1993
-------------------------------                                                            
(Robert A.M. Stern)                                                                        
E. CARDON WALKER                                 Director                 December 17, 1993
-------------------------------                                                            
(E. Cardon Walker)                                                                         
RAYMOND L. WATSON                                Director                 December 17, 1993
-------------------------------                                                            
(Raymond L. Watson)                                                                        
FRANK G. WELLS                                   Director                 December 17, 1993
-------------------------------                                                            
(Frank G. Wells)                                                                           
SAMUEL L. WILLIAMS                               Director                 December 17, 1993
-------------------------------                                                            
(Samuel L. Williams)                                                                       
GARY L. WILSON                                   Director                 December 17, 1993
-------------------------------                                                            
(Gary L. Wilson)                                                                           

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THE WALT DISNEY COMPANY AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
THE WALT DISNEY COMPANY AND SUBSIDIARIES                                       
Report of Independent Accountants and Consent of Independent Accountants.   21 
Consolidated Financial Statements of The Walt Disney Company and               
 Subsidiaries                                                                  
  Consolidated Statement of Income                                             
   for the Years Ended September 30, 1993, 1992 and 1991.................   22 
  Consolidated Balance Sheet as of September 30, 1993 and 1992...........   23 
  Consolidated Statement of Cash Flows                                         
   for Years Ended September 30, 1993, 1992 and 1991.....................   24 
  Notes to Consolidated Financial Statements.............................   25 
  Quarterly Financial Summary............................................   38 

Financial Statement Schedules                                               

                                                                [Download Table]
                                                                              
     I.  Marketable Securities - Other Investments.......................  39 
    II.  Amounts Receivable from Related Parties and Underwriters,            
          Promoters and Employees Other than Related Parties.............  40 
     V.  Property, Plant and Equipment...................................  41 
    VI.  Accumulated Depreciation of Property, Plant and Equipment.......  42 
    IX.  Short-term Borrowings...........................................  43 
     X.  Supplementary Income Statement Information......................  44 

Schedules other than those listed above are omitted for the reason that they
are not applicable or the required information is included in the financial     
statements or related notes.                                                    

                                                                [Download Table]
                                                                               
EURO DISNEY S.C.A. AND SUBSIDIARIES                                            
    Report of Independent Accountants...................................... 45 
    Consent of Independent Accountants..................................... 46 
Consolidated Financial Statements of Euro Disney S.C.A. and Subsidiaries       
  Consolidated Statement of Income                                             
   for the Years Ended September 30, 1993, 1992 and 1991................... 47 
  Consolidated Balance Sheet as of September 30, 1993 and 1992............. 49 
  Consolidated Statement of Cash Flows                                         
   for Years Ended September 30, 1993, 1992 and 1991....................... 50 
  Notes to Consolidated Financial Statements............................... 51 
  Financial Statement Schedules                                                
    Report of Independent Accountants on Financial Statement Schedules..... 66 
                                                                [Download Table]
                                                                              
    II.  Amounts Receivable from Related Parties and Underwriters,            
          Promoters and Employees Other than Related Parties.............  67 
     V.  Property, Plant and Equipment...................................  68 
    VI.  Accumulated Depreciation of Property, Plant and Equipment.......  69 
     X.  Supplementary Income Statement Information......................  70 

Schedules other than those listed above are omitted for the reason that they
are not applicable or the required information is included in the financial     
statements or related notes.                                                    

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REPORT OF INDEPENDENT ACCOUNTANTS 

To the Board of Directors and Stockholders of The Walt Disney Company           

In our opinion, the consolidated financial statements listed in the         
accompanying index present fairly, in all material respects, the financial      
position of The Walt Disney Company and its subsidiaries (the "Company") at     
September 30, 1993 and 1992, and the results of their operations and their cash 
flows for each of the three years in the period ended September 30, 1993, in    
conformity with generally accepted accounting principles. These financial       
statements are the responsibility of the Company's management; our              
responsibility is to express an opinion on these financial statements based on  
our audits. We conducted our audits of these statements in accordance with      
generally accepted auditing standards which require that we plan and perform    
the audits to obtain reasonable assurance about whether the financial           
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements, assessing the accounting principles used and significant estimates  
made by management, and evaluating the overall financial statement              
presentation. We believe that our audits provide a reasonable basis for the     
opinion expressed above.                                                        

As discussed in Notes 1, 7, 8 and 12 to the consolidated financial          
statements, the Company adopted the provisions of the Financial Accounting      
Standards Board's Statement of Financial Accounting Standards ("SFAS") No. 106, 
"Employers' Accounting for Postretirement Benefits Other Than Pensions," and    
SFAS No. 109, "Accounting for Income Taxes," and changed its method of          
accounting for pre-opening costs in fiscal 1993.                                

PRICE WATERHOUSE                                                                

Los Angeles, California                                                         
November 22, 1993                                                               

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the prospectuses     
constituting part of the Registration Statements on Form S-8 (Nos. 33-26106,    
33-35405 and 33-39770) and Form S-3 (No. 33-49891) of The Walt Disney Company   
of our report dated November 22, 1993 which appears above.                      

PRICE WATERHOUSE                                                                

Los Angeles, California                                                         
December 17, 1993                                                               

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CONSOLIDATED STATEMENT OF INCOME                                                
(In millions, except per share data)                                            

                                                                [Download Table]

                                                   Year ended September 30     
                                                  ---------------------------- 
                                                    1993      1992      1991   
                                                  --------  --------  -------- 
                                                                               
REVENUES                                                                       
 Theme parks and resorts......................... $3,440.7  $3,306.9  $2,794.3 
 Filmed entertainment............................  3,673.4   3,115.2   2,593.7 
 Consumer products...............................  1,415.1   1,081.9     724.0 
                                                  --------  --------  -------- 
                                                   8,529.2   7,504.0   6,112.0 
                                                  --------  --------  -------- 
COSTS AND EXPENSES                                                             
 Theme parks and resorts.........................  2,693.8   2,662.9   2,247.7 
 Filmed entertainment............................  3,051.2   2,606.9   2,275.6 
 Consumer products...............................  1,059.7     798.9     494.2 
                                                  --------  --------  -------- 
                                                   6,804.7   6,068.7   5,017.5 
                                                  --------  --------  -------- 
OPERATING INCOME                                                               
 Theme parks and resorts.........................    746.9     644.0     546.6 
 Filmed entertainment............................    622.2     508.3     318.1 
 Consumer products...............................    355.4     283.0     229.8 
                                                  --------  --------  -------- 
                                                   1,724.5   1,435.3   1,094.5 
                                                  --------  --------  -------- 
CORPORATE ACTIVITIES                                                           
 General and administrative expenses.............    164.2     148.2     160.8 
 Interest expense................................    157.7     126.8     105.0 
 Investment and interest income..................   (186.1)   (130.3)   (119.4)
                                                  --------  --------  -------- 
                                                     135.8     144.7     146.4 
                                                  --------  --------  -------- 
INCOME (LOSS) FROM INVESTMENT IN EURO DISNEY.....   (514.7)     11.2      63.8 
                                                  --------  --------  -------- 
INCOME BEFORE INCOME TAXES AND                                                 
CUMULATIVE EFFECT OF ACCOUNTING CHANGES..........  1,074.0   1,301.8   1,011.9 
Income taxes.....................................    402.7     485.1     375.3 
                                                  --------  --------  -------- 
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING                                  
 CHANGES.........................................    671.3     816.7     636.6 
CUMULATIVE EFFECT OF ACCOUNTING CHANGES                                        
 Pre-opening costs...............................   (271.2)      --        --  
 Postretirement benefits.........................   (130.3)      --        --  
 Income taxes....................................     30.0       --        --  
                                                  --------  --------  -------- 
NET INCOME....................................... $  299.8  $  816.7  $  636.6 
                                                  ========  ========  ======== 
AMOUNTS PER COMMON SHARE                                                       
EARNINGS BEFORE CUMULATIVE EFFECT OF ACCOUNTING                                
 CHANGES......................................... $   1.23  $   1.52  $   1.20 
CUMULATIVE EFFECT OF ACCOUNTING CHANGES                                        
 Pre-opening costs...............................     (.50)      --        --  
 Postretirement benefits.........................     (.24)      --        --  
 Income taxes....................................      .06       --        --  
                                                  --------  --------  -------- 
EARNINGS PER SHARE............................... $    .55  $   1.52  $   1.20 
                                                  ========  ========  ======== 
AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT                                 
 SHARES OUTSTANDING..............................    544.5     536.8     532.7 
                                                  ========  ========  ======== 
PRO FORMA AMOUNTS ASSUMING THE NEW ACCOUNTING                                  
 METHOD FOR PRE-OPENING COSTS IS APPLIED                                       
 RETROACTIVELY                                                                 
 Net Income...................................... $  571.0  $  672.7  $  564.8 
                                                  ========  ========  ======== 
 Earnings Per Share.............................. $   1.05  $   1.25  $   1.06 
                                                  ========  ========  ======== 

See Notes to Consolidated Financial Statements

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CONSOLIDATED BALANCE SHEET                                                      
(In millions)                                                                   

                                                                [Download Table]

                                                              September 30,     
                                                           -------------------- 
                                                             1993       1992    
                                                           ---------  --------- 
                                                                                
ASSETS                                                                          
 Cash and cash equivalents................................ $   363.0  $   764.8 
 Investments..............................................   1,888.5    1,407.0 
 Receivables..............................................   1,390.3    1,179.3 
 Merchandise inventories..................................     608.9      462.8 
 Film and television costs................................   1,360.9      760.5 
 Theme parks, resorts and other property, at cost                               
  Attractions, buildings and equipment....................   6,732.1    6,285.3 
  Accumulated depreciation................................  (2,286.4)  (1,999.6)
                                                           ---------  --------- 
                                                             4,445.7    4,285.7 
  Projects in progress....................................     688.2      440.1 
  Land....................................................      94.3       72.9 
                                                           ---------  --------- 
                                                             5,228.2    4,798.7 
 Investment in and advances to Euro Disney................       --       659.1 
 Other assets.............................................     911.3      829.5 
                                                           ---------  --------- 
                                                           $11,751.1  $10,861.7 
                                                           =========  ========= 
LIABILITIES AND STOCKHOLDERS' EQUITY                                            
 Accounts payable and other accrued liabilities........... $ 2,530.1  $ 1,791.9 
 Income taxes payable.....................................     291.0      381.0 
 Borrowings...............................................   2,385.8    2,222.4 
 Unearned royalty and other advances......................     840.7      872.8 
 Deferred income taxes....................................     673.0      889.0 
 Stockholders' equity                                                           
  Preferred stock, $.10 par value                                               
   Authorized--100.0 million shares                                             
   Issued--none                                                                 
  Common stock, $.025 par value                                                 
   Authorized--1.2 billion shares                                               
   Issued--564.6 million shares and 552.2 million shares..     876.4      619.9 
  Retained earnings.......................................   4,833.1    4,661.9 
  Cumulative translation adjustments......................      36.7       86.9 
                                                           ---------  --------- 
                                                             5,746.2    5,368.7 
 Less treasury stock, at cost--29.1 million shares and                          
  27.8 million shares.....................................     715.7      664.1 
                                                           ---------  --------- 
                                                             5,030.5    4,704.6 
                                                           ---------  --------- 
                                                           $11,751.1  $10,861.7 
                                                           =========  ========= 

See Notes to Consolidated Financial Statements

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CONSOLIDATED STATEMENT OF CASH FLOWS                                            
(In millions)                                                                   

                                                                [Download Table]

                                                   Year ended September 30,     
                                                  ----------------------------- 
                                                    1993       1992      1991   
                                                  ---------  --------  -------- 
                                                                                
Cash Provided by Operations Before Income Taxes.  $ 2,453.9  $2,132.0  $1,757.9 
 Income taxes paid..............................     (308.7)  (293.9 )  (261.2 )
                                                  ---------  --------  -------- 
                                                    2,145.2   1,838.1   1,496.7 
                                                  ---------  --------  -------- 
INVESTING ACTIVITIES                                                            
 Theme parks, resorts and other property, net...      793.7     544.4     924.6 
 Film and television costs......................    1,264.6     606.0     486.8 
 Euro Disney investment and advances............      140.1      68.3      50.6 
 Investments, net...............................      481.5     624.5     194.3 
 Other..........................................      (20.2)     80.5      70.0 
                                                  ---------  --------  -------- 
                                                    2,659.7   1,923.7   1,726.3 
                                                  ---------  --------  -------- 
FINANCING ACTIVITIES                                                            
 Borrowings.....................................    1,256.0     182.8     641.9 
 Reduction of borrowings........................   (1,119.2)   (184.6)   (124.6)
 Repurchases of common stock....................      (31.6)      --     (181.1)
 Cash dividends.................................     (128.6)   (105.3)    (87.2)
 Other..........................................      136.1      71.4      46.9 
                                                  ---------  --------  -------- 
                                                      112.7    (35.7 )    295.9 
                                                  ---------  --------  -------- 
Increase (Decrease) in Cash and Cash Equiva-                                    
 lents..........................................     (401.8)   (121.3)     66.3 
Cash and Cash Equivalents, Beginning of Year....      764.8     886.1     819.8 
                                                  ---------  --------  -------- 
Cash and Cash Equivalents, End of Year..........  $   363.0  $  764.8  $  886.1 
                                                  =========  ========  ======== 

                                                                [Download Table]


  The difference between Income Before Income Taxes and Cumulative Effect of    
Accounting Changes as shown on the Consolidated Statement of Income and Cash    
Provided By Operations Before Income Taxes is explained as follows.             

                                                                                
Income Before Income Taxes and Cumulative Effect                                
 of Accounting Changes..........................  $ 1,074.0  $1,301.8  $1,011.9 
                                                  ---------  --------  -------- 
Cumulative Effect of Accounting Changes.........     (514.2)      --        --  
Charges to Income Not Requiring Cash Outlays                                    
 Depreciation...................................      364.2     317.3     263.5 
 Amortization of film and television costs......      664.2     442.3     531.0 
 Euro Disney....................................      350.0       --        --  
 Other..........................................      163.5     155.4      29.7 
Changes in                                                                      
 Receivables....................................     (211.0)   (161.5)   (266.8)
 Merchandise inventories........................     (146.1)   (151.2)    (42.4)
 Prepaid expenses and other assets..............      197.0    (121.3)    (46.9)
 Accounts payable and other accrued liabilities.      544.4     335.9     280.1 
 Unearned royalty and other advances............      (32.1)     13.3      (2.2)
                                                  ---------  --------  -------- 
                                                    1,379.9     830.2     746.0 
                                                  ---------  --------  -------- 
Cash Provided by Operations Before Income Taxes.  $ 2,453.9  $2,132.0  $1,757.9 
                                                  =========  ========  ======== 
SUPPLEMENTAL CASH FLOW INFORMATION:                                             
 Interest paid..................................  $    77.3  $   62.5  $   32.4 
                                                  =========  ========  ======== 

See Notes to Consolidated Financial Statements  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollars in millions, except per share amounts) 

NOTE 1 DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING        
POLICIES                                                                        

The Walt Disney Company, together with its subsidiary companies (the        
"Company"), is a diversified international entertainment company with           
operations in the following businesses.                                         

THEME PARKS AND RESORTS: The Company owns and operates the Disneyland(R)    
theme park and Disneyland Hotel in California and the Walt Disney World(R)      
destination resort in Florida. The Walt Disney World destination resort         
includes the Magic Kingdom, Epcot Center, the Disney-MGM Studios Theme Park,    
nine hotels and a complex of villas, a nighttime entertainment complex, a       
shopping village, conference centers, campgrounds, golf courses, water parks    
and other recreational facilities. The Company earns royalties on certain       
revenues generated by the Tokyo Disneyland theme park near Tokyo, Japan, which  
is owned and operated by an unrelated Japanese corporation. The Company's       
Disney Design and Development unit designs and develops new theme park concepts 
and attractions, as well as resort properties. The Company also manages and     
markets vacation ownership interests in the 529-unit Disney Vacation Club under 
construction at Lake Buena Vista in Florida. In addition, during 1993, the      
Company acquired property in Vero Beach, Florida on which it plans to construct 
a 120-room inn and 60 time-share vacation villas.                               

FILMED ENTERTAINMENT: The Company produces and acquires live-action and     
animated motion pictures for distribution to the theatrical, television and     
home video markets. The Company also produces original television programming   
for the network and first-run syndication markets. The Company distributes its  
filmed product through its own distribution and marketing companies in the      
United States and most foreign markets. The Company provides programming for    
and operates The Disney Channel, a pay television programming service, and a    
Los Angeles television station.                                                 

 CONSUMER PRODUCTS: The Company licenses the name Walt Disney, its characters,
visual and literary properties and songs and music to various consumer          
manufacturers, retailers and publishers. The Company produces audio and         
computer software for the children's market, as well as film and video products 
for the educational market. The Company also operates several catalog           
businesses primarily for the children's market. Licensed products are           
distributed throughout the world.                                               

The Company also has direct publishing operations in the United States in   
both the children's and adult markets, and in Europe primarily in the           
children's market. In addition, the Company owns and operates The Disney        
Stores, which are retail outlets for the Company's merchandise, in selected     
markets throughout the United States and in Great Britain, Japan, Canada,       
Puerto Rico and France.                                                         

INVESTMENT IN EURO DISNEY: The Company is an equity investor in the Euro    
Disney Resort (see Note 3).                                                     

SIGNIFICANT ACCOUNTING POLICIES                                                 

Principles of Consolidation: The consolidated financial statements of the   
Company include the accounts of The Walt Disney Company and its subsidiaries    
after elimination of intercompany accounts and transactions. Investments in     
affiliated companies are accounted for using the equity method.                 

Revenue Recognition: Revenues from the theatrical distribution of motion    
pictures are recognized when motion pictures are exhibited. Television          
licensing revenues are generally recorded when the program material is          
available for telecasting by the licensee and when certain other conditions are 
met. Revenues from video sales are recognized on the date that video units are  
made widely available for sale by retailers.                                    

 Revenues from participants/sponsors at the theme parks are generally recorded
over the period of the applicable agreements commencing with the opening of the 
attraction.                                                                     

Cash, Cash Equivalents and Investments: Cash and cash equivalents consist of
cash on hand and marketable securities with original maturities of three months 
or less.                                                                        

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Debt securities are carried at cost, adjusted for unamortized premium or    
discount. Marketable equity securities are carried at the lower of aggregate    
cost or market. Realized gains and losses are determined on an average cost     
basis.                                                                          

Merchandise Inventories: Carrying amounts of merchandise, materials and     
supplies inventories are generally determined on a moving average cost basis    
and are stated at the lower of cost or market.                                  

Film and Television Costs: Film production and participation costs for each 
production are expensed based on the ratio of the current period's gross        
revenues to estimated total gross revenues from all sources on an individual    
production basis. Estimates of total gross revenues are reviewed periodically   
and amortization is adjusted accordingly.                                       

Television broadcast rights are amortized principally on an accelerated     
basis over the estimated useful lives of the programs.                          

Theme Parks, Resorts and Other Property: Theme parks, resorts and other     
property are carried at cost. Depreciation is computed on the straight-line     
method based upon estimated useful lives ranging from three to fifty years.     

Other Assets: Rights to the name, likeness and portrait of Walt Disney,     
goodwill and other intangible assets are being amortized over periods ranging   
from two to forty years.                                                        

Hedging Contracts: In the normal course of business, the Company employs a  
variety of off-balance-sheet financial instruments to reduce its exposure to    
fluctuations in interest and foreign currency exchange rates, including         
interest rate swap agreements and foreign currency forward exchange contracts,  
options and option combinations. The Company designates interest rate swaps as  
hedges of investments and debt, and accrues the differential to be paid or      
received under the agreements as interest rates change over the lives of the    
contracts. Gains and losses arising from foreign currency forward exchange      
contracts and options are recognized in income as offsets of gains and losses   
resulting from the underlying hedged transactions.                              

At September 30, 1993 and 1992, the Company had $2.0 billion and $2.2       
billion (notional amount), respectively, of foreign currency hedge contracts    
outstanding, consisting principally of option strategies providing for the      
sale of foreign currencies. The contracts serve primarily to hedge probable,    
but not firmly committed, French franc, German mark, Japanese yen and other     
foreign currency revenues over periods extending up to five years. The fair     
value of foreign currency hedge contracts, determined by obtaining quotes from  
brokers, was immaterial at September 30, 1993.                                  

The Company continually monitors its positions with, and the credit quality 
of, the financial institutions which are counterparties to its off-balance-     
sheet financial instruments and does not anticipate nonperformance by the       
counterparties.                                                                 

Earnings Per Share: Earnings per share amounts are based upon the weighted  
average number of common and common equivalent shares outstanding during the    
year. Common equivalent shares are excluded from the computation in periods in  
which they have an anti-dilutive effect.                                        

Accounting Changes: During the quarter ended June 30, 1993, the Company     
adopted SFAS No. 106 Employers' Accounting for Postretirement Benefits Other    
Than Pensions (see Note 8) and SFAS No. 109 Accounting for Income Taxes (see    
Note 7) and changed its method of accounting for pre-opening costs (see Note    
12). These changes, adopted retroactive to October 1, 1992, had no cash         
impact.                                                                         

The pro forma amounts reflect the effect of retroactive application of      
expensing pre-opening costs on 1992 and 1991 results.                           

Reclassifications: Certain reclassifications have been made in the 1992 and 
1991 financial statements to conform to the 1993 presentation.                  

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NOTE 2 CASH, CASH EQUIVALENTS AND INVESTMENTS                                   

At September 30, 1993, the cost and market value of marketable equity       
securities were $314.1 million and $329.4 million, respectively. At September   
30, 1992, the cost and market value of marketable equity securities were        
$186.6 million and $205.3 million, respectively. For both 1993 and 1992, cost   
approximated market value for marketable securities other than marketable       
equity securities.                                                              

At September 30, 1993 and 1992, interest rate swap agreements related to    
certain foreign currency denominated investments converted $356.5 million and   
$244.7 million, respectively, of fixed rate securities to variable rate         
investments. At September 30, 1993, the Company received interest under these   
agreements at the three- or six-month lira LIBOR rate and paid interest at a    
weighted average rate of 10.8%. The agreements expire in two to eight years.    

At September 30, 1993 and 1992, the Company had outstanding interest rate   
swaps on its investments with notional amounts totaling $350.0 million and      
$600.0 million, respectively, which effectively converted variable rate         
investment securities to fixed rate instruments. Under these swap agreements,   
which expire in two to three years, the Company received interest at a          
weighted average fixed rate of 8.4% and paid interest at the one-month          
commercial paper rate at September 30, 1993.                                    

The carrying amount of cash and cash equivalents approximated fair value    
because of the short maturity of these instruments.                             

The fair values of debt and equity securities were based primarily on quoted
market prices for those or similar instruments. The fair value of interest      
rate swaps was the estimated amount that the Company would receive or pay to    
terminate the swap agreements, taking into account current interest rates and   
the current creditworthiness of the swap counterparties. The fair value of      
investments and related interest rate swaps approximated carrying value as of   
September 30, 1993.                                                             

NOTE 3 INVESTMENT IN EURO DISNEY                                                

Euro Disney S.C.A. ("Euro Disney"), a publicly traded French company,       
operates a theme park and resort complex on a 4,800-acre site near Paris,       
France. Euro Disney commenced operations on April 12, 1992.                     

The Company has accounted for its 49% ownership interest in Euro Disney     
using the equity method of accounting.                                          

In October 1989, Euro Disney completed a public equity offering of          
approximately $1 billion. As a result of the offering, the Company's share of   
the net assets of Euro Disney exceeded its investment by approximately $375     
million. The Company is recognizing this gain ratably over an eight-year        
period, which represents the Company's contractual obligation to manage the     
development and operation of the complex and maintain an ownership interest of  
at least 17%.                                                                   

In addition to recording its equity in Euro Disney's operating results and  
amortization of the gain, the Company earned $36.3 million and $32.9 million    
of royalties in 1993 and 1992, respectively, under certain agreements with      
Euro Disney. The Company agreed to defer its base management fees for 1992 and  
1993. Payment of the deferred amounts will be contingent upon Euro Disney       
achieving profitability.                                                        

Euro Disney, its principal lenders and the Company are exploring a financial
restructuring for Euro Disney. Throughout fiscal 1994, Euro Disney will         
require significant funding. The Company has agreed to help fund Euro Disney    
for a limited period, to afford Euro Disney time to attempt a financial         
restructuring, by spring 1994. Should the financial restructuring not be        
completed, Euro Disney would face a liquidity problem. Additionally, during     
the fourth quarter, Euro Disney's operating results were lower than expected    
due in part to the European recession affecting Euro Disney's largest markets.  
The operating results and the need for a financial restructuring have created   
uncertainty regarding the Company's ability to collect its current receivables  
and the funding commitment to Euro Disney. Because of this, the Company         
recorded a $350.0 million charge to income in the fourth quarter to fully       
reserve its current receivables and funding commitment.                         

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Euro Disney's consolidated financial statements are prepared in accordance  
with accounting principles generally accepted in France (French GAAP). Under    
French GAAP, Euro Disney incurred a 1993 net loss of FF 5.3 billion (FF 2.1     
billion before the cumulative effect of accounting change), a net loss of FF    
188 million in 1992 and net income of FF 249 million in 1991. During 1993,      
Euro Disney changed its method of accounting for project-related pre-opening    
costs. Under the new method, such costs are expensed as incurred. The           
cumulative effect of the change in method on prior years was a charge against   
income of FF 3.2 billion. The effect of the change on the year ended September  
30, 1993, was to decrease the loss before the cumulative effect of accounting   
change by FF 338 million.                                                       

U.S. generally accepted accounting principles (U.S. GAAP) differ in certain 
significant respects from French GAAP applied by Euro Disney, principally as    
they relate to accounting for leases. The summarized consolidated financial     
statements for Euro Disney set forth below are stated in U.S. dollars in        
accordance with U.S. GAAP.                                                      

                                                                [Download Table]

                                                            1993    1992 
BALANCE SHEET                                              ------  ------
                                                                         
Cash and investments...................................... $  211  $  479
Receivables...............................................    268     459
Fixed assets, net.........................................  3,704   4,346
Other assets..............................................    214     873
                                                           ------  ------
Total Assets.............................................. $4,397  $6,157
                                                           ======  ======
Accounts payable and other liabilities.................... $  647  $  797
Borrowings................................................  3,683   3,960
Common stock..............................................  1,042   1,042
Retained earnings (deficit)...............................   (975)    358
                                                           ------  ------
Total Liabilities and Stockholders' Equity................ $4,397  $6,157
                                                           ======  ======

                                                                [Download Table]

                                                     1993    1992   1991 
STATEMENT OF OPERATIONS                             -------  -----  ---- 
                                                                         
Revenues........................................... $   873  $ 738  $--  
Costs and expenses.................................   1,114    808   --  
                                                    -------  -----  ---- 
Operating loss.....................................    (241)   (70)  --  
Net interest income (expense)......................    (287)   (95)   76 
                                                    -------  -----  ---- 
Income (loss) before income taxes                                        
 and cumulative effect of accounting change........    (528)  (165)   76 
Income taxes.......................................     --      30   (28)
                                                    -------  -----  ---- 
Income (loss) before cumulative effect                                   
 of accounting change..............................    (528)  (135)   48 
Cumulative effect of change in                                           
 accounting for pre-opening costs..................    (578)   --    --  
                                                    -------  -----  ---- 
Net Income (Loss).................................. $(1,106) $(135) $ 48 
                                                    =======  =====  ==== 
Pro forma amount assuming the change in accounting                       
 method is applied retroactively................... $  (528) $(418) $(87)
                                                    =======  =====  ==== 

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NOTE 4 FILM AND TELEVISION COSTS                                                

                                                                [Download Table]

                                                            1993    1992 
                                                          -------- ------
                                                                         
Theatrical Film Costs                                                    
  Released, less amortization............................ $  329.0 $ 64.8
  In process.............................................    548.5  209.1
                                                          -------- ------
                                                             877.5  273.9
                                                          -------- ------
Television Costs                                                         
  Released, less amortization............................    230.0  190.4
  In process.............................................    130.1  131.0
                                                          -------- ------
                                                             360.1  321.4
                                                          -------- ------
Television Broadcast Rights..............................    123.3  165.2
                                                          -------- ------
                                                          $1,360.9 $760.5
                                                          ======== ======

Based on management's total gross revenue estimates as of September 30,     
1993, approximately 84% of unamortized film production costs applicable to      
released theatrical and television productions are expected to be amortized     
during the next three years.                                                    

NOTE 5 BORROWINGS                                                               

                                                                [Download Table]

                                       Effective   Fiscal Year                  
                                     Interest Rate  Maturity     1993     1992  
                                     ------------- ----------- -------- --------
                                                                                
Subordinated notes (a).............        --%                 $    --  $1,041.4
Medium-term notes (b)..............       4.8       1994-2093     783.7    426.0
Commercial paper (c)...............       3.4         1994        520.0    181.4
Securities sold under agreements to                                             
 repurchase (d)....................       8.1         1994        437.5    231.2
Senior participating notes (e).....       2.9         2000        312.5      -- 
Other (f)..........................       8.5       1994-2013     332.1    342.4
                                                               -------- --------
                                          5.4%                 $2,385.8 $2,222.4
                                                               ======== ========

--------                                                                        
(a) In March 1993, the Company called the subordinated notes at their issuance  
price plus accrued interest for an aggregate redemption price of $1     
billion. The redemption was funded by issuance of medium-term notes and 
sales of securities.                                                    
(b) The Company has executed interest rate swap agreements to convert $464      
million of medium-term notes to commercial paper-based floating rate    
  instruments. The effect of these swaps has been reflected in the effective
interest rate.                                                          
(c) The Company has available through 1996 an unsecured revolving line of bank  
  credit of up to $300 million for general corporate purposes, including the
support of commercial paper borrowings. The Company has the option to   
borrow at various interest rates.                                       
(d) Securities sold under agreements to repurchase are collateralized by        
certain marketable securities.                                          
(e) The notes pay fixed interest of 7.5% through April 1994 and 1.5%            
 thereafter. Additional interest may be paid based on the performance of a
  designated portfolio of films. The Company has executed interest rate swap
 agreements to convert the notes to LIBOR-based floating rate instruments.
The effect of these swaps has been reflected in the effective interest  
rate.                                                                   
(f) Foreign currency swaps effectively converted $120 million and $137 million  
  at September 30, 1993 and 1992, respectively, of foreign debt issuances to
Japanese yen or dollar obligations. The effect of these swaps has been  
reflected in the effective interest rate. The Company hedges the        
 obligations converted to yen borrowings with a portion of its yen royalty
receipts.                                                               

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Borrowings, excluding commercial paper and securities sold under agreements 
to repurchase which mature in 1994, have the following scheduled maturities.    

                                                                [Download Table]
                            
1994                  $297.8
1995                   133.1
1996                   116.1
1997                   108.0
1998                   117.5

For commercial paper and securities sold under agreements to repurchase, the
carrying amount is a reasonable estimate of fair value. The fair value of       
other borrowings and associated interest rate swaps approximated carrying       
value at September 30, 1993. The fair value of the Company's other borrowings   
is based on quoted market prices for the same or similar issues or on current   
rates offered to the Company for the same remaining maturities. The fair value  
of interest rate swaps is the estimated amount that the Company would receive   
or pay to terminate the swap agreements, taking into account current interest   
rates and the current creditworthiness of the swap counterparties.              

The Company capitalizes interest on assets constructed for its theme parks, 
resorts and other developments, and on theatrical and television productions    
in process. In 1993, 1992 and 1991, respectively, total interest costs          
incurred were $183.7, $152.1 and $142.4 million, of which $26.0, $25.3 and      
$37.4 million were capitalized.                                                 

NOTE 6 UNEARNED ROYALTY AND OTHER ADVANCES                                      

                                                                [Download Table]

                                                             1993   1992 
                                                            ------ ------
                                                                         
Tokyo Disneyland royalty advances.......................... $490.9 $522.3
Other......................................................  349.8  350.5
                                                            ------ ------
                                                            $840.7 $872.8
                                                            ====== ======

In 1988, the Company monetized a substantial portion of its royalties through   
2008 from certain Tokyo Disneyland operations. The Company has certain ongoing  
obligations under its contract with the owner and operator of Tokyo             
Disneyland, and accordingly royalty advances are being amortized through 2008.  
The maximum amount the Company may be required to fund under certain recourse   
provisions of the monetization agreement is $145 million. The Company does not  
anticipate funding any significant amount under this agreement.                 

NOTE 7 INCOME TAXES                                                             

                                                                [Download Table]

                                                      1993      1992     1991  
                                                    --------  -------- --------
                                                                               
INCOME BEFORE INCOME TAXES                                                     
 AND CUMULATIVE EFFECT OF ACCOUNTING CHANGES                                   
Domestic (including U.S. exports).................. $  931.4  $1,178.9 $  945.8
Foreign subsidiaries...............................    142.6     122.9     66.1
                                                    --------  -------- --------
                                                    $1,074.0  $1,301.8 $1,011.9
                                                    ========  ======== ========
INCOME TAX PROVISION                                                           
Current                                                                        
 Federal........................................... $  217.3  $  225.8 $  241.7
 State.............................................     47.1      40.3     34.0
 Foreign subsidiaries..............................     63.3      46.1     30.5
 Other foreign.....................................     65.1      48.3     44.5
                                                    --------  -------- --------
                                                       392.8     360.5    350.7
                                                    --------  -------- --------
Deferred                                                                       
 Federal...........................................     17.0     109.9     10.5
 State.............................................     (7.1)     14.7     14.1
                                                    --------  -------- --------
                                                         9.9     124.6     24.6
                                                    --------  -------- --------
                                                    $  402.7  $  485.1 $  375.3
                                                    ========  ======== ========

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                                                                [Download Table]

                                                                     1993   
COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES                  -------- 
                                                                            
Deferred tax assets:                                                        
 Accrued liabilities.............................................. $ (142.3)
 Investment in Euro Disney........................................   (204.6)
 State income taxes...............................................    (71.4)
 Pension and other benefit programs...............................    (27.0)
                                                                   -------- 
  Total deferred tax assets.......................................   (445.3)
                                                                   -------- 
Deferred tax liabilities:                                                   
 Property and equipment...........................................    753.6 
 Licensing revenues capitalized...................................     65.7 
 Interest and property taxes......................................     52.8 
 Purchase accounting adjustments..................................     51.0 
 Leveraged leases.................................................    111.5 
 Other............................................................     33.9 
                                                                   -------- 
  Total deferred tax liabilities..................................  1,068.5 
                                                                   -------- 
Net deferred tax liability before valuation allowance.............    623.2 
Valuation allowance...............................................     49.8 
                                                                   -------- 
Net deferred tax liability........................................ $  673.0 
                                                                   ======== 

                                                                [Download Table]

                                                         1993  1992  1991 
RECONCILIATION OF EFFECTIVE INCOME TAX RATE              ----  ----  ---- 
                                                                          
Federal income tax rate................................. 34.8% 34.0% 34.0%
State income taxes, net of Federal income tax benefit...  2.2   2.8   3.3 
Effect of increase in statutory tax rate on deferred                      
 taxes..................................................  1.6             
Other................................................... (1.1)  0.5  (0.2)
                                                         ----  ----  ---- 
                                                         37.5% 37.3% 37.1%
                                                         ====  ====  ==== 

As discussed in Note 1, the Company adopted SFAS 109 during the quarter     
ended June 30, 1993, retroactive to October 1, 1992. The adoption of SFAS 109   
changed the Company's method of accounting for income taxes from the deferred   
method to the asset and liability method. SFAS 109 requires recognition of      
deferred tax liabilities and assets for the expected future tax consequences    
of events that have been recognized in the financial statements or tax          
returns. Under this method, deferred tax liabilities and assets are determined  
based on the difference between the financial statement carrying amounts and    
tax bases of assets and liabilities using enacted tax rates in effect in the    
years in which the differences are expected to reverse. Differences between     
financial reporting and tax bases arise most frequently from differences in     
timing of income and expense recognition and as a result of business            
acquisitions. Prior years' financial statements have not been restated to       
apply the provisions of SFAS 109.                                               

As a result of adoption, the Company recognized a benefit of $30.0 million, 
or $.06 per share, representing the cumulative effect of the change on results  
for years prior to October 1, 1992. The cumulative effect represented the       
adjustment of previously recorded deferred tax assets and liabilities to        
reflect the lower prevailing tax rates and the establishment of previously      
unrecorded deferred tax liabilities. The adoption had no effect on pre-tax      
income for the year ended September 30, 1993.                                   

For the year ended September 30, 1993, income tax benefits of $144.7 million
were allocated to stockholders' equity. Such benefits are attributable to       
employee stock option transactions.                                             

NOTE 8 PENSION AND OTHER BENEFIT PROGRAMS                                       

The Company contributes to various pension plans under union and industry-  
wide agreements. Contributions are based upon the hours worked or gross wages   
paid to covered employees. In 1993, 1992 and 1991, the cost recognized under    
these plans was $16.1, $14.7 and $12.9 million, respectively. The Company's     
share of the unfunded liability, if any, related to these multi-employer plans  
is not material.                                                                

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The Company also maintains pension plans covering most of its domestic      
salaried and hourly employees not covered by union or industry-wide pension     
plans and a non-qualified, unfunded retirement plan for key employees.          

With respect to its defined benefit pension plans, the Company's policy is  
to fund, at a minimum, the amount necessary on an actuarial basis to provide    
for benefits in accordance with the requirements of ERISA. Benefits are         
generally based on years of service and/or compensation.                        

Pension cost is summarized as follows.                                      

                                                                [Download Table]

                                                            1993   1992   1991  
                                                            -----  -----  ----- 
                                                                                
Service cost of current period............................  $29.5  $23.1  $18.9 
Interest cost on projected benefit obligations............   31.0   25.9   21.5 
Gain on plan assets.......................................  (54.7) (43.3) (18.2)
Net amortization and deferral of unrecognized gain on plan                      
 assets...................................................   26.2   19.1   (1.4)
                                                            -----  -----  ----- 
Net pension cost..........................................  $32.0  $24.8  $20.8 
                                                            =====  =====  ===== 

The weighted average discount rate was 9% for 1993 and 9.5% for 1992 and    
1991, and the expected long-term rate of return on plan assets was 9.5% for     
1993, 1992 and 1991. The assumed rate of increase in compensation for the       
salaried plans was 6.8% for 1993, 7% for 1992 and 6.6% for 1991.                

The funded status of the plans and the amounts included in the Company's    
consolidated balance sheets are as follows.                                     

                                                                [Download Table]

                                                                  1993    1992  
                                                                 ------  ------ 
                                                                                
Plan assets at fair value, primarily publicly traded stocks and                 
 bonds.........................................................  $428.9  $348.0 
Actuarial present value of projected benefit obligations                        
  Accumulated benefit obligations                                               
    Vested.....................................................  (344.6) (279.8)
    Non-vested.................................................   (23.0)  (20.1)
  Provision for future salary increases........................   (65.1)  (57.8)
                                                                 ------  ------ 
Deficiency in plan assets versus projected benefit obligations.    (3.8)   (9.7)
Unrecognized net loss..........................................    53.8    51.5 
Unrecognized prior service cost................................     3.2     3.4 
Unrecognized net obligation....................................     4.0     4.2 
                                                                 ------  ------ 
Prepaid pension cost...........................................  $ 57.2  $ 49.4 
                                                                 ======  ====== 

The Company sponsors a plan to provide postretirement medical benefits to   
most of its domestic salaried and hourly employees, and contributes to multi-   
employer welfare plans to provide similar benefits to certain employees under   
collective bargaining agreements. Employees who have 20 years of service and    
attain age 62 are currently eligible to participate in the postretirement       
benefit plan.                                                                   

As discussed in Note 1, the Company adopted SFAS 106 during the quarter     
ended June 30, 1993, retroactive to October 1, 1992. SFAS 106 requires accrual  
of postretirement benefit costs to actuarially allocate such costs to the       
years during which employees render qualifying service. Previously, such costs  
were expensed as actual claims were paid. SFAS 106 also requires recognition    
of the unfunded and previously unrecognized accumulated postretirement benefit  
obligation (transition obligation) for all participants in the Company-         
sponsored plan. The Company elected to immediately recognize the transition     
obligation which resulted in a charge against income of $130.3 million or $.24  
per share, after related income tax benefit of $71.7 million, which             
represented the cumulative effect of the change in accounting on results prior  
to October 1, 1992. Under the provisions of SFAS 106, the current period        
expense exceeded the amount under the previous accounting method by $17.0       
million after-tax or $.03 per share for the year ended September 30, 1993.      

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The status of the plan at September 30, 1993 was as follows.                

                                                                [Download Table]

                                                                          1993  
                                                                         ------ 
                                                                                
Actuarial present value of accumulated postretirement benefit obliga-           
 tion                                                                           
 Retirees............................................................... $ 40.4 
 Fully eligible active plan participants................................   75.7 
 Other active plan participants.........................................  132.0 
                                                                         ------ 
                                                                          248.1 
Plan assets at fair value, primarily U.S. stocks and bonds..............  (66.8)
Unrecognized net gain...................................................   30.2 
                                                                         ------ 
Accrued postretirement benefit cost..................................... $211.5 
                                                                         ====== 

The net periodic postretirement benefit cost for the year ended September   
30, 1993 included the following components.                                     

                                                                [Download Table]
                                                                                
Service cost - benefits attributed to service in the period.............. $13.9 
Interest cost on accumulated postretirement benefit obligation...........  20.5 
Actual return on plan assets.............................................  (4.6)
                                                                          ----- 
Net periodic postretirement benefit cost................................. $29.8 
                                                                          ===== 

The annual rate of increase in the per capita cost of covered health care   
benefits was assumed to be 7%. The health care cost trend rate has a            
significant effect on the amounts reported. An increase in the assumed health   
care cost trend rate of 1% for each year would increase the postretirement      
benefit obligation by $53.3 million and the net service and interest cost       
components of the net periodic postretirement benefit cost for the year by      
$8.1 million.                                                                   

The weighted average discount rate used in determining the accumulated      
postretirement benefit obligation was 8.5%. The expected long term rate of      
return on plan assets was 9.5%.                                                 

The Company funds its postretirement health benefit liability on a          
discretionary basis.                                                            

In November 1992, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 112 Employers' Accounting for             
Postemployment Benefits (SFAS 112). The Company currently plans to adopt SFAS   
112 in fiscal 1995 and does not anticipate the impact will be material.         

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NOTE 9 STOCKHOLDERS' EQUITY                                                     

                                                                [Download Table]

                                                        Common Paid-In Retained 
                                                 Shares Stock  Capital Earnings 
(Shares in millions)                             ------ ------ ------- -------- 
                                                                                
Balance at                                                                      
 September 30, 1990............................. 546.9  $13.6  $489.2  $3,401.1 
 Exercise of stock options, net.................   1.7     .1    46.8       --  
 Dividends ($.1675 per share)...................   --     --      --      (87.2)
 Net income.....................................   --     --      --      636.6 
                                                 -----  -----  ------  -------- 
Balance at                                                                      
 September 30, 1991............................. 548.6   13.7   536.0   3,950.5 
 Exercise of stock options, net.................   3.6     .1    70.1       --  
 Dividends ($.20125 per share)..................   --     --      --     (105.3)
 Net income.....................................   --     --      --      816.7 
                                                 -----  -----  ------  -------- 
Balance at September 30, 1992................... 552.2   13.8   606.1   4,661.9 
 Exercise of stock options, net.................  12.4     .3   256.2       --  
 Dividends ($.24 per share).....................   --     --      --     (128.6)
 Net income.....................................   --     --      --      299.8 
                                                 -----  -----  ------  -------- 
Balance at September 30, 1993................... 564.6  $14.1  $862.3  $4,833.1 
                                                 =====  =====  ======  ======== 

On February 18, 1992, the Board of Directors approved a four-for-one stock  
split of the Company's common stock, which was approved by the Company's        
stockholders and became effective on April 20, 1992. The new shares were        
distributed on May 15, 1992 to holders of record on April 20, 1992. All share   
and per share data have been restated for all periods presented to reflect the  
stock split.                                                                    

In June 1989, the Company adopted a stockholders' rights plan. The plan     
becomes operative in certain events involving the acquisition of 25% or more    
of the Company's common stock by any person or group in a transaction not       
approved by the Company's Board of Directors. Upon the occurrence of such an    
event, each right, unless redeemed by the Board, entitles its holder to         
purchase for $350 an amount of common stock of the Company, or in certain       
circumstances the acquiror, having a market value of twice the purchase price.  
In connection with the rights plan, 7.2 million shares of preferred stock were  
reserved.                                                                       

In 1993 and 1992, the Company recorded cumulative foreign currency          
translation adjustments of $36.7 million and $86.9 million, net of deferred     
taxes of $25.0 million and $50.4 million, respectively.                         

Treasury stock activity for the three years ended September 30, 1993 was as 
follows.                                                                        

                                                                [Download Table]

                                                                        Treasury
                                                                 Shares  Stock  
(Shares in millions)                                             ------ --------
                                                                                
Balance at September 30, 1990...................................  19.9   $483.0 
 Common stock repurchases.......................................   7.9    181.1 
                                                                  ----   ------ 
Balance at September 30, 1991 and 1992..........................  27.8    664.1 
 Common stock repurchases.......................................   0.9     31.6 
 Common stock trade-ins on exercised options....................   0.4     20.0 
                                                                  ----   ------ 
Balance at September 30, 1993...................................  29.1   $715.7 
                                                                  ====   ====== 

In November 1984, the Company adopted a program to repurchase up to 56      
million shares. In December 1990, the Company increased the authorized share    
repurchase amount to 90 million shares. Under this program, the Company         
repurchased 853,000 shares during the year ended September 30, 1993. Since      
adoption of the program, a total of 52.8 million shares have been repurchased   
at prevailing market prices.                                                    

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NOTE 10 STOCK INCENTIVE PLANS                                                   

Under various plans, the Company may grant stock option and other awards to 
key executive, management and creative personnel. Transactions under the        
various stock option and incentive plans during 1993 were as follows.           

                                                                [Download Table]

                                                              1993   1992  1991 
(Shares in millions)                                          -----  ----  ---- 
                                                                                
Outstanding at beginning of year.............................  44.3  44.8  43.2 
Awards cancelled.............................................  (1.1) (1.2) (0.7)
Awards granted...............................................   5.6   4.3   4.0 
Awards exercised............................................. (12.4) (3.6) (1.7)
                                                              -----  ----  ---- 
Outstanding at September 30..................................  36.4  44.3  44.8 
                                                              =====  ====  ==== 
Exercisable at September 30..................................  13.4  18.8  17.8 
                                                              =====  ====  ==== 

Stock option awards are granted at prices equal to at least market price on 
the date of grant. Options outstanding at September 30, 1993 and 1992 ranged    
in price from $3.23 to $44.06 and $3.23 to $37.39 per share, respectively.      
Options exercised during the period ranged in price from $3.23 to $33.35 per    
share in 1993, from $3.23 to $32.66 per share in 1992, and from $3.14 to        
$30.75 per share in 1991. Shares available for future option grants at          
September 30, 1993 were 24.0 million.                                           

NOTE 11 DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS                                

                                                                [Download Table]

                                                                1993     1992  
                                                              -------- --------
                                                                               
RECEIVABLES                                                                    
 Trade, net of allowances.................................... $1,180.7 $1,033.3
 Other.......................................................    209.6    146.0
                                                              -------- --------
                                                              $1,390.3 $1,179.3
                                                              ======== ========
OTHER ASSETS                                                                   
 Intangibles.................................................  $ 380.3 $  384.5
 Other.......................................................    531.0    445.0
                                                              -------- --------
                                                               $ 911.3 $  829.5
                                                              ======== ========
ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES                                 
 Accounts payable............................................ $1,755.4 $1,382.4
 Payroll and employee benefits...............................    661.9    320.9
 Other.......................................................    112.8     88.6
                                                              -------- --------
                                                              $2,530.1 $1,791.9
                                                              ======== ========

NOTE 12 PRE-OPENING COSTS                                                       

As discussed in Note 1, during 1993 the Company changed its method of       
accounting for pre-opening costs. In the past, project-related pre-opening      
costs were capitalized and amortized on a straight-line basis over periods of   
up to five years. Under the new method, project-related pre-opening costs are   
expensed as incurred. The cumulative effect of the change in method on prior    
years was a charge against income of $271.2 million, or $.50 per share, after   
related income tax benefit of $71.0 million, of which $233.0 million related    
to the impact of the accounting change on the Company's investment in Euro      
Disney. The effect of the change on the year ended September 30, 1993 was to    
increase income by $40.2 million after-tax, or $.07 per share.                  

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NOTE 13 SEGMENTS                                                                

                                                                [Download Table]

                                                     1993      1992      1991  
BUSINESS SEGMENTS                                  --------- --------- --------
                                                                               
CAPITAL EXPENDITURES                                                           
 Theme parks and resorts.......................... $   593.4 $   380.9 $  790.1
 Filmed entertainment.............................     130.2      76.7     50.1
 Consumer products................................      36.3      38.6     35.5
 Corporate........................................      54.0      48.2     48.9
                                                   --------- --------- --------
                                                   $   813.9 $   544.4 $  924.6
                                                   ========= ========= ========
DEPRECIATION EXPENSE                                                           
 Theme parks and resorts.......................... $   269.2 $   249.8 $  213.2
 Filmed entertainment.............................      38.5      29.5     23.9
 Consumer products................................      26.2      16.8     12.4
 Corporate........................................      30.3      21.2     14.0
                                                   --------- --------- --------
                                                   $   364.2 $   317.3 $  263.5
                                                   ========= ========= ========
IDENTIFIABLE ASSETS                                                            
 Theme parks and resorts.......................... $ 5,216.0 $ 4,957.2         
 Filmed entertainment.............................   3,417.5   2,370.9         
 Consumer products................................     707.5     642.8         
 Corporate........................................   2,410.1   2,231.7         
 Investment in Euro Disney........................               659.1         
                                                   --------- ---------         
                                                   $11,751.1 $10,861.7         
                                                   ========= =========         
SUPPLEMENTAL REVENUE AND OTHER DATA                                            
 Theme parks and resorts                                                       
  Admissions...................................... $ 1,215.6 $ 1,193.3 $  795.8
  Merchandise, food and beverage..................   1,232.7   1,223.1  1,048.0
 Filmed entertainment                                                          
  Theatrical product..............................   2,764.4   2,251.7  1,776.9

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                                                                [Download Table]

                                                   1993       1992       1991   
GEOGRAPHIC SEGMENTS                              ---------  ---------  -------- 
                                                                                
DOMESTIC REVENUES                                                               
 United States.................................. $ 6,710.8  $ 6,047.7  $4,844.0 
 United States export...........................     399.8      406.0     471.4 
INTERNATIONAL REVENUES                                                          
 Europe.........................................     994.4      785.9     574.7 
 Rest of world..................................     441.6      295.1     241.3 
TRANSFERS                                                                       
 Europe.........................................      (9.8)     (22.8)    (13.8)
 Rest of world..................................      (7.6)      (7.9)     (5.6)
                                                 ---------  ---------  -------- 
                                                 $ 8,529.2  $ 7,504.0  $6,112.0 
                                                 =========  =========  ======== 
OPERATING INCOME                                                                
 United States.................................. $ 1,591.7  $ 1,402.7  $1,120.5 
 Europe.........................................     121.8       39.1     (32.1)
 Rest of world..................................      82.5       48.4      35.2 
 Unallocated expenses...........................     (71.5)     (54.9)    (29.1)
                                                 ---------  ---------  -------- 
                                                 $ 1,724.5  $ 1,435.3  $1,094.5 
                                                 =========  =========  ======== 
IDENTIFIABLE ASSETS                                                             
 United States.................................. $11,084.5  $10,456.6           
 Europe.........................................     519.7      333.8           
 Rest of world..................................     146.9       71.3           
                                                 ---------  ---------           
                                                 $11,751.1  $10,861.7           
                                                 =========  =========           

The Company records transfers between geographic areas in accordance with   
written contracts based upon total revenues or costs as specified in the        
applicable contracts.                                                           

NOTE 14 COMMITMENTS AND CONTINGENCIES                                           

The Company, together with, in some instances, certain of its directors and 
officers, is a defendant or co-defendant in various legal actions involving     
antitrust, copyright, breach of contract and various other claims incident to   
the conduct of its businesses. Management does not expect the Company to        
suffer any material liability by reason of such actions.                        

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QUARTERLY FINANCIAL SUMMARY 
(IN MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED) 

                                                                [Download Table]

                                     December 31 March 31 June 30  September 30
-------------------------------------------------------------------------------
                                                                               
1993                                                                           
Revenues............................  $2,391.4   $2,026.4 $1,936.8   $2,174.6  
Operating income....................     496.6      401.4    469.9      356.7  
Income (loss) before cumulative                                                
 effect of accounting changes.......     275.1      214.8    259.1      (77.7) 
Net income (loss)...................     (96.4)     214.8    259.1      (77.7) 
Earnings (loss) per share before                                               
 cumulative effect of accounting                                               
 changes............................       .50        .39      .48       (.15) 
Earnings (loss) per share...........      (.18)       .39      .48       (.15) 

1992                                                                           
Revenues............................  $1,916.4   $1,629.2 $1,883.3   $2,075.1  
Operating income....................     348.4      271.8    419.3      395.8  
Net income..........................     208.1      164.1    220.8      223.7  
Earnings per share..................       .39        .31      .41        .42  

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THE WALT DISNEY COMPANY AND SUBSIDIARIES

SCHEDULE I--MARKETABLE SECURITIES--OTHER INVESTMENTS

SEPTEMBER 30, 1993

                                                                [Download Table]

                                                          Cost/Carrying  Market 
                                                Principal     Value      Value  
                                                --------- ------------- --------
                                                         (In millions)          
                                                                                
Secured investments............................  $183.9     $  185.4    $  192.8
Other investments:                                                              
  Foreign government securities................   389.2        385.1       432.1
  U.S. government and agency securities........   344.6        354.4       358.7
  Other government securities..................   318.5        323.0       324.0
  Equity securities............................                337.8       342.1
  Other........................................                302.8       304.6
                                                            --------    --------
                                                            $1,888.5    $1,954.3
                                                            ========    ========

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THE WALT DISNEY COMPANY AND SUBSIDIARIES

SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES

YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 

                                                                [Download Table]

                                      Balance at                      Balance at
                                      beginning                         end of  
                                       of year   Additions Deductions    year   
                                      ---------- --------- ---------- ----------
                                                    (In millions)               
                                                                                
1993                                                                            
J. Forsgren/1/.......................    $.5                  $.5               
                                         ===                  ===               
1992                                                                            
J. Forsgren/1/.......................    $.5                             $.5    
                                         ===                             ===    
1991                                                                            
J. Forsgren/1/.......................               $.5                  $.5    
                                                    ===                  ===    

--------                                                                        
/1/Loan secured by a pledge of shares acquired pursuant to the exercise of      
stock options; interest payable at 6% on $.3 million, with principal and  
interest due upon sale of the shares.                                     

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THE WALT DISNEY COMPANY AND SUBSIDIARIES

SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT 

YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 

                                                                [Download Table]

                            Balance at                                 Balance 
                            beginning            Retirements            at end 
                             of year   Additions  or sales   Transfers of year 
                            ---------- --------- ----------- --------- --------
                                               (In millions)                   
                                                                               
1993                                                                           
Rides and attractions......  $2,013.8               $13.2     $ 84.3   $2,084.9
Buildings..................   1,784.1   $ 99.2        2.7       54.7    1,935.3
Equipment, furniture and                                                       
 fixtures..................   1,656.6     90.7       45.2      152.0    1,854.1
Land improvements..........     693.9      2.8        0.6       23.9      720.0
Leasehold improvements.....     136.9     14.1       30.1       16.9      137.8
                             --------   ------      -----     ------   --------
                              6,285.3    206.8       91.8      331.8    6,732.1
Projects in progress.......     440.1    579.9                (331.8)     688.2
Land.......................      72.9     27.2        5.8                  94.3
                             --------   ------      -----     ------   --------
                             $6,798.3   $813.9      $97.6     $  --    $7,514.6
                             ========   ======      =====     ======   ========
1992                                                                           
Rides and attractions......  $1,902.9               $ 8.4     $119.3   $2,013.8
Buildings..................   1,624.1   $  2.8        2.3      159.5    1,784.1
Equipment, furniture and                                                       
 fixtures..................   1,385.7     71.4       26.8      226.3    1,656.6
Land improvements..........     608.1      0.2                  85.6      693.9
Leasehold improvements.....     107.3     15.8        2.7       16.5      136.9
                             --------   ------      -----     ------   --------
                              5,628.1     90.2       40.2      607.2    6,285.3
Projects in progress.......     540.9    506.4                (607.2)     440.1
Land.......................      70.4      2.5                             72.9
                             --------   ------      -----     ------   --------
                             $6,239.4   $599.1      $40.2     $  --    $6,798.3
                             ========   ======      =====     ======   ========
1991                                                                           
Rides and attractions......  $1,802.1               $ 4.7     $105.5   $1,902.9
Buildings..................   1,233.4   $ 10.1        1.2      381.8    1,624.1
Equipment, furniture and                                                       
 fixtures..................   1,053.1     97.2       12.4      247.8    1,385.7
Land improvements..........     510.0      0.3        4.0      101.8      608.1
Leasehold improvements.....      56.0      3.8        3.8       51.3      107.3
                             --------   ------      -----     ------   --------
                              4,654.6    111.4       26.1      888.2    5,628.1
Projects in progress.......     594.0    835.1                (888.2)     540.9
Land.......................      67.0      7.9        4.5                  70.4
                             --------   ------      -----     ------   --------
                             $5,315.6   $954.4      $30.6     $  --    $6,239.4
                             ========   ======      =====     ======   ========

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THE WALT DISNEY COMPANY AND SUBSIDIARIES

SCHEDULE VI--ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT

YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 

                                                                [Download Table]

                                Balance                                         
                                  at                                    Balance 
                               beginning           Retirements Other*    at end 
                                of year  Additions  or sales   Changes  of year 
                               --------- --------- ----------- -------  --------
                                                (In millions)                   
                                                                                
1993                                                                            
Rides and attractions......... $  695.7   $ 79.6      $12.2             $  763.1
Buildings.....................    311.1     59.6        7.2                363.5
Equipment, furniture and                                                        
 fixtures.....................    731.9    181.7       55.2                858.4
Land improvements.............    209.3     28.2        0.3                237.2
Leasehold improvements........     51.6     15.1        2.5                 64.2
                               --------   ------      -----             --------
                               $1,999.6   $364.2      $77.4             $2,286.4
                               ========   ======      =====             ========
1992                                                                            
Rides and attractions......... $  634.0   $ 66.4      $ 4.7             $  695.7
Buildings.....................    272.2     51.1       12.2                311.1
Equipment, furniture and                                                        
 fixtures.....................    542.7    159.1       10.4    $ 40.5      731.9
Land improvements.............    182.3     27.1        0.1                209.3
Leasehold improvements........     36.6     13.6                  1.4       51.6
                               --------   ------      -----    ------   --------
                               $1,667.8   $317.3      $27.4    $ 41.9   $1,999.6
                               ========   ======      =====    ======   ========
1991                                                                            
Rides and attractions......... $  565.5   $ 60.3      $ 0.1    $  8.3   $  634.0
Buildings.....................    244.5     42.8        0.1     (15.0)     272.2
Equipment, furniture and                                                        
 fixtures.....................    422.6    127.6        0.5      (7.0)     542.7
Land improvements.............    156.3     23.4                  2.6      182.3
Leasehold improvements........     16.2      9.4        0.1      11.1       36.6
                               --------   ------      -----    ------   --------
                               $1,405.1   $263.5      $ 0.8    $  --    $1,667.8
                               ========   ======      =====    ======   ========

--------                                                                        
* Amounts reclassified to conform to presentation of related assets.            

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THE WALT DISNEY COMPANY AND SUBSIDIARIES

SCHEDULE IX--SHORT-TERM BORROWINGS

YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 

                                                                [Download Table]

                                                                        (c)    
                            At end of period                 (b)      Weighted 
                            ---------------- (a) Maximum   Average    average  
                                    Weighted   amount      amount     interest 
                                    average  outstanding outstanding    rate   
                                    interest   during      during      during  
                            Balance   rate   the period  the period  the period
                            ------- -------- ----------- ----------- ----------
                                               (In millions)                   
                                                                               
1993                                                                           
Commercial paper........... $520.0     3.4%    $897.0      $473.2        3.1%  
                            ======             ======      ======              
Securities sold under                                                          
 agreements to repurchase.. $437.5     8.1%    $473.3      $363.9       10.7%  
                            ======             ======      ======              
1992                                                                           
Commercial paper........... $181.4     3.2%    $198.6      $115.5        4.0%  
                            ======             ======      ======              
Securities sold under                                                          
 agreements to repurchase.. $231.2    15.6%    $272.0      $244.5       11.7%  
                            ======             ======      ======              
1991                                                                           
Commercial paper........... $128.9     5.7%    $643.8      $269.1        7.4%  
                            ======             ======      ======              
Securities sold under                                                          
 agreements to repurchase.. $127.3    11.2%    $127.3      $ 89.7       10.9%  
                            ======             ======      ======              

--------                                                                        
(a) Maximum amount outstanding at any month-end during the period.              

(b) Average amount outstanding during the period is computed by dividing the    
total outstanding at each month-end by the number of months outstanding 
during the year.                                                        

(c) Average interest rate for the year is computed by dividing interest expense 
by the average amount outstanding.                                      

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THE WALT DISNEY COMPANY AND SUBSIDIARIES

SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION

YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 

                                                                [Download Table]

                                                            1993   1992   1991 
                                                           ------ ------ ------
                                                              (In millions)    
                                                                               
Maintenance and repairs................................... $227.3 $220.2 $196.0
Taxes, other than payroll and income taxes:                                    
 Property.................................................   87.0   79.4   69.2
Advertising costs.........................................  963.7  859.6  677.7

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REPORT OF INDEPENDENT ACCOUNTANTS 

To the Board of Directors and Shareholders of                                   
EURO DISNEY S.C.A.                                                              

We have audited the consolidated balance sheets of Euro Disney S.C.A. and   
its subsidiaries at September 30, 1993 and 1992, and the related consolidated   
statements of income and of cash flows, expressed in French francs, for each    
of the three years in the period ended September 30, 1993, prepared in          
conformity with accounting principles generally accepted in France (French      
GAAP) as set out on pages 47 to 65 inclusive. These financial statements are    
the responsibility of the Company's management; our responsibility is to        
express an opinion on these financial statements based on our audits.           

We conducted our audits in accordance with auditing standards generally     
accepted in the United States of America. Those standards require that we plan  
and perform the audit to obtain reasonable assurance about whether the          
financial statements are free of material misstatement. An audit includes       
examining, on a test basis, evidence supporting the amounts and disclosures in  
the financial statements. An audit also includes assessing the accounting       
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for our opinion.                              

In our opinion, the consolidated financial statements audited by us present 
fairly, in all material respects, the financial position of Euro Disney S.C.A.  
and its subsidiaries at September 30, 1993 and 1992, and the results of their   
operations and their cash flows, expressed in French francs, for each of the    
three years in the period ended September 30, 1993, in conformity with          
accounting principles generally accepted in France.                             

As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for pre-opening and start-up costs in 1993.    

The accompanying financial statements have been prepared assuming the       
Company will continue as a going concern. As discussed in Note 1 to the         
financial statements, the Company will require significant funding in fiscal    
year 1994 and is currently exploring a financial restructuring which, if not    
completed, will result in liquidity problems. If the financial restructuring    
is not completed, there would be substantial doubt about the Company's ability  
to continue as a going concern. The financial statements do not include any     
adjustments that might result from the outcome of this uncertainty.             

Accounting principles generally accepted in France vary in certain          
significant respects from accounting principles generally accepted in the       
United States of America. The application of the latter would have affected     
the determination of the consolidated net income, expressed in French francs,   
for each of the three years in the period ended September 30, 1993, and the     
determination of the consolidated shareholders' equity and consolidated         
financial position, also expressed in French francs, at September 30, 1993 and  
1992, as summarized on the consolidated statements of income and balance        
sheets and in Note 28 to the consolidated financial statements.                 

PSAudit                                                                         
Member of Price Waterhouse                                                      

Pradeep Narain                                                                  

Paris, France                                                                   
November 15, 1993                                                               

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CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the prospectuses     
constituting part of the Registration Statements on Form S-8 (Nos. 33-26106,    
33-35405 and 33-39770) and Form S-3 (No. 33-49891) of The Walt Disney Company   
of our reports dated November 15, 1993 which appear on pages 45 and 66.         

PSAudit                                                                         
Member of Price Waterhouse                                                      

Pradeep Narain                                                                  

Paris, France                                                                   
December 17, 1993                                                               

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EURO DISNEY S.C.A. AND SUBSIDIARIES 

CONSOLIDATED STATEMENT OF INCOME
RECONCILED TO REFLECT U.S. GAAP 

                                                                [Download Table]

                                                    Year ended September 30,   
                                                    ---------------------------
                                                      1993     1992     1991   
                                                    --------  -------- --------
                                                        (FF in millions,       
                                                     except per share data)    
                                                                               
Revenues...........................................    5,725    8,463    6,201 
Costs and expenses.................................    6,190    7,984    6,215 
Depreciation and amortization......................      239      316      --  
General and administrative expenses................    1,113      845      --  
                                                    --------  -------  ------- 
Operating Loss.....................................   (1,817)    (682)     (14)
Net interest income................................      104      234      406 
Exceptional income (expense).......................   (3,624)     109        4 
                                                    --------  -------  ------- 
Income (Loss) Before Income Taxes..................   (5,337)    (339)     396 
Income taxes.......................................      --       151     (147)
                                                    --------  -------  ------- 
Net income (loss) on French GAAP basis.............   (5,337)    (188)     249 
                                                    --------  -------  ------- 
U.S. GAAP Adjustments:                                                         
 Lease-related adjustments.........................     (794)    (350)     --  
 Pre-opening costs.................................      --      (125)     --  
 Other.............................................      (32)     (36)      17 
 Reversal of cumulative effect of accounting                                   
  change...........................................    3,213      --       --  
                                                    --------  -------  ------- 
Income (Loss) Before Cumulative Effect of                                      
 Accounting Change.................................   (2,950)    (699)     266 
Cumulative effect of change in accounting method                               
 for pre-opening and start-up costs................   (3,177)     --       --  
                                                    --------  -------  ------- 
Net Income (Loss) on a U.S. GAAP Basis.............   (6,127)    (699)     266 
                                                    ========  =======  ======= 

See Notes to Consolidated Financial Statements

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EURO DISNEY S.C.A. AND SUBSIDIARIES 

CONSOLIDATED STATEMENT OF INCOME
RECONCILED TO REFLECT U.S. GAAP 

                                                                [Download Table]

                                                    Year ended September 30,    
                                                    ----------------------------
                                                      1993      1992     1991   
                                                    --------  --------  --------
                                                        (FF in millions,        
                                                     except per share data)     
                                                                                
Earnings (Loss) Per Share Before Cumulative Effect                              
 of Accounting Change.............................    (17.35)    (4.11)    1.56 
Cumulative effect of change in accounting method                                
 for pre-opening and start-up costs...............    (18.69)      --       --  
                                                    --------  --------  ------- 
Earnings (Loss) Per Share.........................    (36.04)    (4.11)    1.56 
                                                    ========  ========  ======= 
Average Number of Common Shares Outstanding (in                                 
 millions)........................................       170       170      170 
                                                    ========  ========  ======= 
Pro Forma Amounts Assuming the New Accounting                                   
 Method for Pre-opening and Start-up Costs is                                   
 Applied Retroactively                                                          
 Net Loss.........................................    (2,950)   (2,255)    (489)
                                                    ========  ========  ======= 
 Loss Per Share...................................    (17.35)   (13.26)   (2.88)
                                                    ========  ========  ======= 

See Notes to Consolidated Financial Statements

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EURO DISNEY S.C.A. AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEET
RECONCILED TO REFLECT U.S. GAAP 

                                                                [Download Table]

                                 SEPTEMBER 30,            September 30,       
                             -----------------------  ----------------------- 
                                      1993                     1992           
                             -----------------------  ----------------------- 
                                       U.S.                     U.S.          
                             FRENCH    GAAP    U.S.   French    GAAP    U.S.  
                              GAAP   ADJUSTED  GAAP    GAAP   Adjusted  GAAP  
                             ------  -------- ------  ------  -------- ------ 
                                           (FF in millions)                   
                                                                              
ASSETS                                                                        
Cash and short-term                                                           
 investments................  1,204      --    1,204   2,286      --    2,286 
Receivables.................  6,502   (4,975)  1,527   6,277   (4,087)  2,190 
Inventories.................    221      --      221     387      --      387 
Theme parks, resorts and                                                      
 other property, at cost                                                      
 and and secondary                                                            
  infrastructure............  1,274    1,767   3,041   1,349      236   1,585 
 Attractions, buildings and                                                   
  equipment.................  2,725   15,275  18,000   2,605   15,988  18,593 
 Accumulated depreciation...   (378)  (1,034) (1,412)   (175)    (276)   (451)
                             ------   ------  ------  ------   ------  ------ 
                              3,621   16,008  19,629   3,779   15,948  19,727 
 Projects in progress.......  1,490      --    1,490   1,009      --    1,009 
                             ------   ------  ------  ------   ------  ------ 
                              5,111   16,008  21,119   4,788   15,948  20,736 
Intangible assets, net......    173       14     187   1,491      --    1,491 
Deferred charges............    510      303     813   2,001      289   2,290 
                             ------   ------  ------  ------   ------  ------ 
                             13,721   11,350  25,071  17,230   12,150  29,380 
                             ======   ======  ======  ======   ======  ====== 
LIABILITIES AND                                                               
 STOCKHOLDERS' EQUITY                                                         
Accounts payable and other                                                    
 accrued liabilities........  3,926     (238)  3,688   3,981     (178)  3,803 
Borrowings..................  8,278   12,721  20,999   6,222   12,671  18,893 
Stockholders' equity                                                          
 Common stock...............  6,580      --    6,580   6,580      --    6,580 
 Retained earnings                                                            
  (deficit)................. (5,063)  (1,133) (6,196)    447     (343)    104 
                             ------   ------  ------  ------   ------  ------ 
                              1,517   (1,133)    384   7,027     (343)  6,684 
                             ------   ------  ------  ------   ------  ------ 
                             13,721   11,350  25,071  17,230   12,150  29,380 
                             ======   ======  ======  ======   ======  ====== 

See Notes to Consolidated Financial Statements

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CONSOLIDATED STATEMENT OF CASH FLOWS  

                                                                [Download Table]

                             Year ended September 30,                        
                            ----------------------------                     
                              1993      1992      1991                       
                            --------  --------  --------                     
                                 (FF in millions)                            
                                                                             
Cash flow from (used in)                                                     
 operating activities.....      (716)    1,228     1,984                     
                            --------  --------  --------                     
Cash flow used in                                                            
 investing activities                                                        
 Intangible assets........        16     1,607        54                     
 Tangible assets..........       534     2,187     1,464                     
 Increase in deferred                                                        
  charges.................       424       345       654                     
 Investment in initial                                                       
  inventories.............       --        345        41                     
                            --------  --------  --------                     
Cash flow used in                                                            
 investing activities.....       974     4,484     2,213                     
                            --------  --------  --------                     
Cash flow from (used in)                                                     
 financing activities                                                        
 Long-term borrowings.....     2,016     1,949     4,226                     
 Long-term loans to                                                          
  financing companies.....    (1,235)   (2,423)   (1,566)                    
 Cash dividends...........      (173)      --        --                      
                            --------  --------  --------                     
Cash flow from (used in)                                                     
 financing activities.....       608      (474)    2,660                     
                            --------  --------  --------                     
Change in Cash and Cash                                                      
 Equivalents..............    (1,082)   (3,730)    2,431                     
Cash and Cash Equivalents,                                                   
 Beginning of Year........     2,286     6,016     3,585                     
                            --------  --------  --------                     
Cash and Cash Equivalents,                                                   
 End of Year..............     1,204     2,286     6,016                     
                            ========  ========  ========                     


  The difference between Net Income as shown on the Consolidated Statement of
Income and Cash Provided By Operations is explained as follows.              

                                                                             
Net income (loss).........    (5,337)     (188)      249                     
 Cumulative effect of                                                        
  accounting change.......     3,213       --        --                      
 Deferred income tax                                                         
  provision (benefit).....       --       (151)      147                     
 Depreciation and                                                            
  amortization............       227       363        48                     
 Amortization of debt                                                        
  issue costs.............        12        13        13                     
 Bond redemption premium..        40        47       --                      
 Changes in                                                                  
  Receivables.............       996     1,540    (1,482)                    
  Accounts payable and                                                       
   other accrued                                                             
   liabilities............        25      (396)    2,422                     
  Other...................       108       --        587                     
                            --------  --------  --------                     
Cash flow from (used in)                                                     
 operating activities.....      (716)    1,228     1,984                     
                            ========  ========  ========                     

See Notes to Consolidated Financial Statements  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   

DESCRIPTION OF THE BUSINESS                                                     

Euro Disney S.C.A. (the "Company") and its wholly owned subsidiaries        
(collectively, the "Group") commenced operations on April 12, 1992, with the    
official opening of the Euro Disney Resort (the "Opening"). The Group operates  
the Euro Disney Resort which includes the Euro Disneyland theme park (the       
"Theme Park"), six hotels, the Festival Disney entertainment center, the Davy   
Crockett Ranch and a golf course (collectively, the "Resorts") at Marne-la-     
Vallee, France. In addition, the Group manages the real estate development and  
expansion of the related infrastructure of the property. The Group owns the     
Disneyland Hotel, ranch, golf course and land for the hotels and leases the     
Theme Park and Phase 1B facilities from the Financing Companies (see terms      
defined below).                                                                 

The Company, a publicly held French company, is owned 49% by EDL Holding    
Company and managed by Euro Disney S.A. (the Company's Gerant), both wholly-    
owned, indirect subsidiaries of The Walt Disney Company.                        

Entities included in the consolidated financial statements and their primary
operations/activities are as follows:                                           

                                                                [Download Table]

            COMPANY                       PRIMARY OPERATING ACTIVITY         
            -------                       --------------------------         
                                                                             
Euro Disney S.C.A.               Operator of the Euro Disneyland Theme Park, 
                                  Disneyland Hotel, Davy Crockett Ranch and  
                                  Euro Disney golf course, and               
                                  manager of real estate development         
EDL Hotels S.C.A.                Operator of the Phase 1B hotels and Festival
                                  Disney entertainment center                
 Centre de Divertissements S.A.  Special purpose leasing companies, all      
 Newport Bay Club S.A.            wholly owned subsidiaries of EDL Hotels    
 Cheyenne Hotel S.A.              S.C.A., which were created in connection   
 Hotel New York S.A.              with the leasing and financing of the Phase
 Sequoia Lodge S.A.               1B Facilities                              
 Hotel Santa Fe S.A.                                                         
EDL Services S.A.                Management company of the Phase 1B Financing
                                  Companies                                  
EDL Hotels Participations S.A.   General Partner of EDL Hotels S.C.A., ED    
                                  Resort S.C.A., ED Resort Services S.C.A.   
Euro Disney Vacances S.A.        Tour operator that sells holiday packages to
                                  the Euro Disney Resort, principally to     
                                  guests from Germany, Italy and The Nether- 
                                  lands                                      
 Euro Disney Vacaciones S.A.*    Wholly owned subsidiary of Euro Disney      
                                  Vacances S.A., functioning as a tour       
                                  operator in Spain                          
Euro Disney Finances S.A.*       Companies created for anticipated Phase II  
ED Resort S.C.A.*                 financing (see below)                      
ED Resort Services S.A.*                                                     
ED Resort Services S.C.A.*                                                   
S.E.T.E.M.O. Imagineering        Planning and construction company for the   
S.A.R.L.*                         anticipated second theme park              
Debit de Tabac S.N.C.+           Distributor of tobacco at Festival Disney   

--------                                                                        
* Created in 1992                                                               

+ Created in 1993                                                               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING            
POLICIES--(CONTINUED)                                                           

The Group has various arrangements with Euro Disneyland S.N.C. for the      
financing of Phase 1A, and with the six companies (S.N.C.'s) that were          
established for the financing of Phase 1B of the Euro Disney Resort (the        
"Phase 1B Financing Companies"), as described below. The Group has no           
ownership interest in these S.N.C.'s. Reference to the "Financing Companies"    
includes Euro Disneyland S.N.C. and the Phase 1B Financing Companies.           

PHASE I FINANCING                                                               

Phase 1A                                                                      

In November 1989, various agreements were signed between the Company and    
Euro Disneyland S.N.C. for the development and financing of the Theme Park.     
Pursuant to a sale-leaseback agreement, the assets of the Theme Park were sold  
by the Company to Euro Disneyland S.N.C. and are being leased back to the       
Company.                                                                        

Phase 1B                                                                      

In March 1991, various agreements were signed for the development and       
financing of five hotels and the entertainment center (the "Phase 1B            
Facilities"). Pursuant to sale-leaseback agreements, the Phase 1B Facilities    
were sold by the Company to the Phase 1B Financing Companies and are being      
leased back indirectly through special purpose leasing companies to the         
operator, EDL Hotels S.C.A.                                                     

PHASE II DEVELOPMENT                                                            

The second development phase of the Euro Disney Resort primarily consists of
a second theme park, Disney MGM Studio Europe ("DMSE"). In view of its          
operating results and the overall economic environment, the Company decided in  
fiscal year 1993 to delay its expansion plans, for the time being.              

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                      

BASIS OF PREPARATION                                                            

The Group's consolidated financial statements are prepared in conformity    
with accounting principles generally accepted in France. In order to comply     
with generally accepted accounting principles in the United States, certain     
adjustments (particularly those related to the assets of the Theme Park and     
the Phase 1B Facilities, which are being financed under leaseback arrangements  
and are accounted for as operating leases in accordance with French accounting  
principles rather than capitalized) and supplemental disclosures to the         
consolidated financial statements have been made, as described in Note 28.      

LIQUIDITY                                                                       

The Group, its principal lenders and The Walt Disney Company are exploring a
financial restructuring for Euro Disney. Throughout fiscal year 1994, the       
Group will require significant funding. Should the financial restructuring not  
be completed, the Group would face a liquidity problem. The Walt Disney         
Company has agreed to help fund the Group for a limited period, to afford Euro  
Disney time to attempt a financial restructuring by spring 1994.                

CHANGE IN ACCOUNTING METHOD FOR PRE-OPENING AND START-UP COSTS                  

In September 1993, the Group changed its method of accounting for pre-      
opening and start-up costs. Effective October 1, 1992, project-related pre-     
opening and start-up costs are expensed as incurred. In the past, such costs    
were capitalized and amortized on a straight line basis over 5 or 20 years.     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING            
POLICIES--(CONTINUED)                                                           

The Group's new management has adopted revised business strategies and      
believes that the new accounting method is more appropriate in this context.    
In addition, it corresponds to a similar change in accounting method recently   
adopted by The Walt Disney Company.                                             

The cumulative effect of the change in method as of October 1, 1992, was FF 
3,213 million and has been included as exceptional expense in 1993. The impact  
of the change for the year ended September 30, 1993 on operating income was to  
reduce the loss before exceptional income by FF 338 million. Assuming the       
change was applied retroactively to prior years, the 1992 consolidated net      
loss would have increased by FF 1,705 million and the 1991 consolidated net     
income would have decreased by FF 755 million. These include pre-opening and    
start-up costs of FF 1,893 million capitalized in 1992 and FF 755 million       
capitalized in 1991 offset by FF 188 million of pre-opening and start-up costs  
amortization recorded in 1992.                                                  

FIXED ASSETS                                                                    

Intangible assets are carried at cost. Amortization is computed on the      
straight-line method over two to ten years.                                     

Tangible fixed assets are carried at cost. Depreciation is computed on the  
straight-line method based upon estimated useful lives, as follows:             

                                                                [Download Table]
                                                                          
. Buildings................................................ 20 to 33 years
. Infrastructure and leasehold improvements................ 10 to 33 years
. Furniture, fixtures and equipment........................  4 to 10 years

Interest costs incurred for the construction of tangible fixed assets and   
the acquisition and development of land are capitalized. Projects under         
development are capitalized to the extent technical and economic feasibility    
has been established.                                                           

DEBT ISSUE COSTS                                                                

Direct costs of the issuance of debt are capitalized and amortized on a     
straight-line basis over the life of the debt. Upon conversion of convertible   
debt, the pro-rata amount of unamortized issue costs is offset against the      
share premium arising from the issuance of the related shares.                  

INVENTORIES                                                                     

Inventories are stated at the lower of cost or market value, on a weighted- 
average cost basis.                                                             

SHORT-TERM INVESTMENTS AND CASH                                                 

Cash and cash equivalents consist of cash on hand and short-term investments
with original maturities of three months or less. Short-term investments are    
stated at the lower of cost or market value.                                    

INCOME TAXES                                                                    

The Group files a consolidated tax return. The Group provides for deferred  
income taxes on temporary differences between financial and tax reporting. The  
Group uses the liability method under which deferred taxes are calculated       
applying legislated tax rates expected to be in effect when the temporary       
differences will reverse.                                                       

PARTICIPANT REVENUE                                                             

Fees billed to companies ("Participants") which enter into long-term        
marketing agreements with the Group for the sponsorship of attractions are      
recognized as revenue over the period of the applicable agreements commencing   
with the opening of the attraction. Fees billed to Participants prior to        
Opening were recognized as revenue over fiscal years 1992 and 1993, reflecting  
the high marketing costs incurred during this period.                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING            
POLICIES--(CONTINUED)                                                           

CONVERTIBLE BOND REDEMPTION PREMIUM                                             

The liability for the convertible bond redemption premium is provided for on
a straight-line basis over the term of the bonds, depending on the probability  
that the premium will be paid.                                                  

FINANCIAL INSTRUMENTS                                                           

In the normal course of business, the Group employs a variety of off-       
balance-sheet financial instruments to reduce its exposure to fluctuations in   
interest and foreign currency exchange rates, including interest rate swap      
agreements, forward rate agreements, options on swaps, foreign currency         
forward exchange contracts and foreign exchange options. The Group designates   
interest rate instruments as hedges of debt and lease obligations, and accrues  
the differential to be paid or received under the agreements as interest rates  
change over the lives of the contracts. Gains and losses arising from foreign   
currency instruments are deferred and recognized in income as offsets of gains  
and losses resulting from underlying hedged transactions.                       

The Group continually monitors its positions with, and the credit quality   
of, major international financial institutions which are counterparties to its  
off-balance-sheet financial instruments and does not anticipate non-            
performance.                                                                    

FOREIGN CURRENCY TRANSACTIONS                                                   

Transactions denominated in foreign currencies are recorded in French francs
at the exchange rate prevailing at the month-end prior to the transaction       
date. Receivables and liabilities denominated in foreign currencies are stated  
at their equivalent value in French francs at the exchange rate prevailing at   
the balance sheet date. Net exchange gains or losses resulting from the         
translation of assets and liabilities in foreign currencies at the balance      
sheet date are deferred as translation adjustments. Provision is made for all   
unrealized exchange losses to the extent not hedged.                            

RECLASSIFICATIONS                                                               

Certain reclassifications to the 1992 and 1991 comparative amounts have been
made to conform to the 1993 presentation of the consolidated financial          
statements.                                                                     

2. INTANGIBLE ASSETS                                                            

                                                                [Download Table]

                                                       1993       1992    
                                                      --------  --------- 
                                                      (FF in millions)    
                                                                          
Start-up costs.......................................     --        1,458 
Software and other...................................     256         240 
                                                      -------   --------- 
                                                          256       1,698 
Accumulated amortization.............................     (83)       (207)
                                                      -------   --------- 
                                                          173       1,491 
                                                      =======   ========= 

Between January 1, 1992 and Opening, the Group incurred start-up costs for  
the marketing of the Euro Disney Resort, recruiting and training of new cast    
members hired for operations, as well as testing of facilities and computer     
systems. These costs were capitalized and amortized over 5 years. As described  
in Note 1, the Group changed its method of accounting for start-up costs in     
fiscal year 1993. Effective October 1, 1992, start-up costs are expensed as     
incurred.                                                                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
3. TANGIBLE FIXED ASSETS                                                        

                                                                [Download Table]

                                    Balance at                                 
                                    beginning                       Balance at 
                                     of year   Additions Deductions end of year
                                    ---------- --------- ---------- -----------
                                                 (FF in millions)              
                                                                               
1993                                                                           
Land and infrastructure............   1,349        278       (353)     1,274   
Buildings..........................   1,832        389       (482)     1,739   
Leasehold improvements, furniture                                              
 and fixtures......................     374        226         (3)       597   
Other..............................     399         28        (38)       389   
Construction in progress...........   1,009      1,103       (622)     1,490   
                                      -----      -----     ------      -----   
                                      4,963      2,024     (1,498)     5,489   
Accumulated depreciation...........    (175)      (227)        24       (378)  
                                      -----      -----     ------      -----   
                                      4,788      1,797     (1,474)     5,111   
                                      =====      =====     ======      =====   
1992                                                                           
Land and infrastructure............     883        466        --       1,349   
Buildings..........................     --       1,837         (5)     1,832   
Leasehold improvements, furniture                                              
 and fixtures......................     212        168         (6)       374   
Other..............................     200        201         (2)       399   
Construction in progress...........   1,481      1,290     (1,762)     1,009   
                                      -----      -----     ------      -----   
                                      2,776      3,962     (1,775)     4,963   
Accumulated depreciation...........     (54)      (121)       --        (175)  
                                      -----      -----     ------      -----   
                                      2,722      3,841     (1,775)     4,788   
                                      =====      =====     ======      =====   

Fixed assets include capitalized interest costs of FF 314 million and FF 212
million, at September 30, 1993 and 1992, respectively. At September 30, 1993,   
construction in progress primarily represents Disney MGM Studio Europe costs    
(FF 1,120 million) and Euro Disneyland park expansion construction costs (FF    
208 million). At September 30, 1992, construction in progress included Phase    
II planning and design costs (FF 848 million) and the Euro Disney golf course   
(FF 126 million) which opened October 3, 1992.                                  

Following a revision of the development agreement between the Company and   
Euro Disneyland S.N.C., FF 781 million of assets, capitalized in the Company's  
records at September 30, 1992, were sold at cost to Euro Disneyland S.N.C. in   
July 1993.                                                                      

4. LONG-TERM RECEIVABLES                                                        

Included in receivables are the following amounts:                          

                                                                [Download Table]

                                                               1993  1992 
                                                               ----- -----
                                                                 (FF in   
                                                                millions) 
                                                                          
Euro Disneyland S.N.C.(a)..................................... 3,849 2,508
Phase 1B Financing Companies(b)............................... 1,238 1,468
VAT--long-term receivable(c)..................................   128   -- 
Deposits......................................................     8    12
                                                               ----- -----
                                                               5,223 3,988
                                                               ===== =====

--------                                                                        
(a) Euro Disneyland S.N.C.                                                      
Pursuant to the Theme Park financing agreements, the Group has provided     
long-term subordinated loans of FF 3.8 billion, including FF 1.6 billion    
during 1993, to Euro Disneyland S.N.C. bearing interest at a rate of 3-     
month PIBOR (Paris Interbank Offering Rate) which, in 1993, averaged        
10.34%. The loans will be repaid during the 20-year Theme Park lease period 
and are pledged as a guarantee for future lease payments. At September 30,  
1992, accrued interest receivable on the loans was FF 308 million and is    
included above.                                                             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. LONG-TERM RECEIVABLES--(CONTINUED)                                           

(b) Phase 1B Financing Companies                                                
Pursuant to the Phase 1B financing agreements, the Group has provided long- 
term loans of FF 1.45 billion, to the Phase 1B Financing Companies, bearing 
interest at 11% from the contractual completion date of the Phase 1B        
Facilities. FF 228 million was repaid during the year-ended September 30,   
1993. The remaining loans are due over approximately 9 years, beginning in  
2001. At September 30, 1993 and 1992, accrued interest receivable on these  
loans was FF 16 million and FF 18 million, respectively, and is included    
above.                                                                      
(c) V.A.T.--Long-term Receivable                                                
Following a change in the tax law relating to the Value-Added Tax, the      
Group has recorded a long-term receivable due from the tax authorities.     
This receivable is due over a period not exceeding 20 years and bears       
interest at a maximum rate of 4.5%.                                         

5. INVENTORIES                                                                  

                                                                [Download Table]

                                                       1993       1992   
                                                     --------   -------- 
                                                     (FF in millions)    
                                                                         
Merchandise, food and beverage......................      195        293 
Supplies............................................       99        109 
                                                     --------   -------- 
                                                          294        402 
Allowance...........................................      (73)       (15)
                                                     --------   -------- 
                                                          221        387 
                                                     ========   ======== 

6. ACCOUNTS RECEIVABLE FROM FINANCING COMPANIES                                 

Included in receivables at September 30, 1992, was FF 585 million,          
representing amounts owed to the Group by the Financing Companies for           
construction sales. These amounts were paid in fiscal year 1993.                

7. TRADE ACCOUNTS RECEIVABLE                                                    

Included in receivables at September 30, 1993 and 1992, are trade accounts  
receivable of FF 313 million and FF 456 million, respectively, which are due    
primarily from tour operators, agents and travel groups, arising from sales of  
theme park entrance tickets, hotel rooms and amenities, as well as billings for 
participant fees. At September 30, 1993 and 1992, FF 34 million and FF 20       
million, respectively, were provided for uncollectible accounts. All amounts    
are due within one year.                                                        

8. OTHER ACCOUNTS RECEIVABLE                                                    

Included in receivables at September 30, 1993 and 1992, are other accounts  
receivable of FF 966 million and FF 1,248 million, respectively. These amounts  
are due within one year and consist primarily of recoverable value-added taxes  
and advances to suppliers.                                                      

9. SHORT-TERM INVESTMENTS                                                       

Short-term investments include money market instruments and certificates of 
deposit, carried at cost, which approximated market value at September 30, 1993 
and 1992. At September 30, 1993 and 1992, FF 30 million and FF 60 million,      
respectively was pledged pursuant to the Group's financing agreements as        
guarantees for future construction payments, land acquisitions, and other       
financial transactions.                                                         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. DEFERRED CHARGES                                                            

                                                                [Download Table]

                                                          1993      1992   
                                                         -------- ---------
                                                         (FF in millions)  
                                                                           
Pre-opening costs(a)....................................     --       1,896
Financial contributions to public infrastructure(b).....     394        -- 
Debt issue costs(c).....................................      88        100
Foreign currency translation adjustments................      28          5
                                                         -------  ---------
                                                             510      2,001
                                                         =======  =========

--------                                                                        
(a)  Costs incurred prior to January 1, 1992, to establish the organization and 
operating structure of the Group, were deferred and amortized over 20 
   years. As described in Note 1, the Group changed its method of accounting
    for pre-opening costs in fiscal year 1993. Effective October 1, 1992, pre-
opening costs are expensed as incurred.                               

(b)  This primarily represents a payment of FF 232 million made by the Group to 
 the S.N.C.F. (Societe Nationale de Chemins de Fer Francais), the French
national railway company, as part of its financial commitment to the  
construction of the T.G.V. (Train a Grande Vitesse) railway station   
    located within the Euro Disney Resort. This contribution will be amortized
over twenty years, commencing with the opening of the T.G.V. station  
planned during fiscal year 1995. Other contributions to public        
    infrastructure, which are being amortized over 20 years, are stated net of
accumulated amortization of FF 8 million at September 30, 1993.       

(c)  Debt issue costs are stated net of accumulated amortization of FF 38       
 million and FF 26 million at September 30, 1993 and 1992, respectively.

11. STOCKHOLDERS' EQUITY                                                        

                                                                [Download Table]

                                                                Retained 
                                     Shares      Share   Share  Earnings 
                                 (in thousands) Capital Premium (Deficit)
                                 -------------- ------- ------- ---------
                                                    (FF in millions)     
                                                                         
Balance at September 30, 1990...    170,000      1,700   4,884      389  
Share offering costs............        --         --       (6)     --   
Net income......................        --         --      --       249  
Allocation to general partner...        --         --      --        (2) 
                                    -------      -----   -----   ------  
Balance at September 30, 1991...    170,000      1,700   4,878      636  
Conversion of 7,308 bonds.......          7        --        2      --   
Net loss........................        --         --      --      (188) 
Allocation to general partner...        --         --      --        (1) 
                                    -------      -----   -----   ------  
Balance at September 30, 1992...    170,007      1,700   4,880      447  
Conversion of 904 bonds.........          1        --      --       --   
Net loss........................        --         --      --    (5,337) 
Dividends.......................        --         --      --      (173) 
                                    -------      -----   -----   ------  
Balance at September 30, 1993...    170,008      1,700   4,880   (5,063) 
                                    =======      =====   =====   ======  

 Share capital consists of ordinary shares with a FF 10 par value. The numbers
of shares above represent the Company's authorized, issued and outstanding      
shares, at the respective dates.                                                

At September 30, 1993, the Company's retained earnings include a legal      
reserve of FF 32 million, which is not available for distribution.              

 Dividends of FF 173 million were paid in February 1993 related to fiscal year
1992.                                                                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
12. PROVISIONS FOR RISKS AND CHARGES                                            

Included in accounts payable and other accrued liabilities at September 30, 
1993 and 1992, are provisions and allowances of FF 601 million and FF 234       
million, respectively. These amounts primarily include the estimated cost of    
reorganization, including the implementation of a staff reduction program and   
the cost of the consolidation of all staff at one site.                         

13. LONG-TERM BORROWINGS                                                        

                                                                [Download Table]

                                                      Interest            
                                                        Rate   1993  1992 
                                                      -------- ----- -----
                                                                 (FF in   
                                                                millions) 
                                                                          
Convertible bonds(a).................................   6.75%  4,327 4,343
Caisse des Depots et Consignations loan(b)...........   7.85%  1,442 1,442
Phase 1A credit facility(c)..........................   9.75%  2,071   -- 
Phase 1B credit facility(d)..........................  11.34%    403   402
Credit Foncier de France(e)..........................  10.04%     35    35
                                                               ----- -----
                                                               8,278 6,222
                                                               ===== =====

At September 30, 1993 and 1992, total long-term borrowings include accrued  
interest of FF 360 million and FF 369 million, respectively.                    

(a) Convertible bonds                                                           
   On July 15, 1991, the Company issued 28,350,000 unsecured convertible bonds
in the aggregate principal amount of FF 3,969 million, at par of FF 140.
Interest is payable annually beginning October 1, 1992. At September 30,
   1993 and 1992, the above amounts include accrued interest of FF 272 million
 and FF 328 million, respectively. Each bond is convertible into one share
  of the Company. Through September 30, 1993, 8,212 bonds were converted. No
 bonds were purchased and canceled by the Company during fiscal year 1993.
There were 28,341,788 bonds outstanding at September 30, 1993. Unless   
  previously converted, redeemed or purchased by the Company, the bonds will
be redeemed at 110% of their principal amount on October 1, 2001. FF 87 
million and FF 47 million of the redemption premium was accrued and is  
included in the accounts at September 30, 1993 and 1992, respectively.  

(b) Caisse des Depots et Consignations loan                                     
In May 1992, the Company borrowed FF 1,403 million from the Caisse des  
Depots et Consignations (C.D.C.), of which 40% is senior debt and 60% is
"prets participatifs" (subordinated debt), maturing 20 years from the   
   drawing date. This loan bears interest at a weighted average rate of 7.85%.
The senior debt is secured by the underlying land of the Theme Park and 
  campground. The subordinated debt is unsecured. Principal repayments begin
six years from the drawing date.                                        

(c) Phase 1A credit facility                                                    
  In December 1992, Euro Disney S.C.A. borrowed FF 1,295 million pursuant to
 a credit agreement in order to finance costs associated with the Phase 1A
facilities. This borrowing bears interest at PIBOR plus 1% for FF 1,025 
 million and 8.35% for FF 270 million. Principal repayments begin in 1998,
through 2006. In March 1993, Euro Disney S.C.A. borrowed FF 730 million 
under the same credit agreement, bearing interest at PIBOR plus 1.1%.   
Principal repayments begin in 1997 through 2006. The credit agreement   
contains covenants by the Company relating primarily to the use of the  
 revenue proceeds, dividend payment restrictions, additional indebtedness,
asset and revenue pledges, and other provisions including an interest   
coverage ratio.                                                         

(d) Phase 1B credit facility                                                    
Credit agreements entered into by EDL Hotels S.C.A. in 1991 provide for 
floating-rate borrowings of up to FF 600 million, secured by Phase 1B   
assets. At September 30, 1993, FF 400 million was outstanding bearing   
interest at 2 or 3-month PIBOR plus 1%. Principal repayments commence in
1995 through 2009. The credit agreements contain covenants by EDL Hotels
  S.C.A. relating primarily to additional indebtedness and asset and revenue
pledges.                                                                

(e) Credit Foncier de France                                                    
   In June 1992, the Company borrowed FF 35 million from the Credit Foncier de
  France for the construction of cast member housing, secured by the related
 assets, bearing interest at a rate of 3-month PIBOR minus 0.3%. Principal
repayments begin in 1995 through 2017.                                  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. LONG-TERM BORROWINGS--(CONTINUED)                                           

Borrowings have the following scheduled maturities:                         

                                                                [Download Table]

                         (FF in millions)
                                         
1 to 5 years............        364      
More than 5 years.......      7,467      

 Fixed assets with a book value of FF 1,785 million at September 30, 1993, are
mortgaged as security under Phase 1A, Phase 1B, and other loan agreements.      

14. PAYABLE TO RELATED COMPANIES                                                

Included in accounts payable and other accrued liabilities are the following
amounts:                                                                        

                                                                [Download Table]

                                                          1993     1992   
                                                        --------- --------
                                                        (FF in millions)  
                                                                          
Euro Disney S.A.(a)....................................       990     356 
The Walt Disney Company (Netherlands) B.V.(b)..........        83     148 
Financing Companies(c).................................       444     283 
Other..................................................         8       9 
                                                        --------- ------- 
                                                            1,525     796 
                                                        ========= ======= 

(a) Represents amounts incured on behalf of the Group, primarily for            
 construction and reimbursement of operating costs. In 1993 and 1992, Euro
Disney S.A. incurred reimbursable costs of FF 1.48 billion and FF 1.76  
billion, respectively.                                                  

(b) Represents royalties payable to The Walt Disney Company (Netherlands) B.V.  
pursuant to a license agreement governing intellectual property rights  
owned by The Walt Disney Company.                                       

(c) Represents rent due pursuant to the Theme Park and Phase 1B Facilities      
leases (see Note 24).                                                   

All amounts are due within one year.                                        

15. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                    

Included in accounts payable and other accrued liabilities are the following
amounts:                                                                        

                                                                [Download Table]

                                                           1993     1992  
                                                         -------- --------
                                                         (FF in millions) 
                                                                          
Suppliers...............................................    1,046    1,779
Payroll and employee benefits...........................      249      326
Value-added taxes payable...............................      113      279
Other...................................................      232      251
                                                         -------- --------
                                                            1,640    2,635
                                                         ======== ========

All amounts are due within one year.                                        

16. DEFERRED REVENUES                                                           

Included in accounts payable and other accrued liabilities are deferred     
revenues of FF 160 million and FF 316 million as of September 30, 1993 and      
1992, respectively. These consist primarily of land grants and a gain on sale   
of assets, recognized as income over the term which the assets are leased back  
to the Group.                                                                   

17. CONSTRUCTION SALES AND RELATED SERVICES                                     

During the years ended September 30, 1993 and 1992, assets of the Theme Park
were sold to Euro Disneyland S.N.C. for FF 781 million and FF 3 billion,        
respectively. The Phase 1B Facilities were sold to the Phase 1B Financing       
Companies in 1992 for FF 1.64 billion.                                          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

18. EXCEPTIONAL INCOME AND LOSS                                                 

                                                                [Download Table]

                                                         1993   1992  1991
                                                        ------  ----  ----
                                                        (FF in millions)  
                                                                          
Cumulative effect of the change in accounting(a)....... (3,213) --    --  
Provisions for risks and charges(b)....................   (464) --    --  
Base management fee deferral(c)........................    145  113   --  
Other..................................................    (92)  (4)    4 
                                                        ------  ---   --- 
                                                        (3,624) 109     4 
                                                        ======  ===   === 

(a)  As described in Note 1, this represents the cumulative effect of the       
  change in accounting for pre-opening and start-up costs as of October 1,
1992.                                                                 

(b) This primarily represents reorganization costs.                             

(c)  The Company is committed to pay Euro Disney S.A. an annual base            
 management fee for services rendered, equal to 3% of the Group's annual
total net revenues as defined in the Company's Charter. For the years 
   ended September 30, 1993 and 1992, this fee, included in direct operating
expenses, was FF 145 million and FF 113 million, respectively. Euro   
Disney S.A. has agreed to defer its base management fees for 1992 and 
1993. Payment of the deferred amount will not commence before 1994 and
 will be contingent upon the Group achieving profitability. This amount,
therefore, represents a contingent liability which may be payable in  
future years.                                                         

19. INCOME TAXES                                                                

In 1992, the deferred tax liability of FF 151 million which was provided in 
1991 was eliminated, as a credit to income tax expense, to reflect the          
expected future benefits of existing tax loss carryforwards. At September 30,   
1993, unused and unrecognized tax loss carryforwards were FF 5.5 billion. Most  
of these carryforwards expire between 1994 and 1998.                            

20. BUSINESS SEGMENTS                                                           

                                                                [Download Table]

                                                      Loss from                 
                                          Revenues   operations    Total assets 
                                         ----------- ------------  -------------
                                         1993  1992   1993   1992   1993   1992 
                                         ----- ----- ------  ----  ------ ------
                                                   (FF in millions)             
                                                                                
Resort Operations....................... 4,874 3,819 (1,822) (682) 11,822 11,256
Construction............................   851 4,644      5   --    1,899  5,974
                                         ----- ----- ------  ----  ------ ------
                                         5,725 8,463 (1,817) (682) 13,721 17,230
                                         ===== ===== ======  ====  ====== ======

Resort operations comprise the operating activity of the Theme Park, six    
hotels, entertainment center, ranch and golf course. Construction includes the  
development and financing of capital assets for sale or use.                    

21. EXPOSURE TO INTEREST RATE RISK                                              

Since the Group's lease payments primarily correspond to the Financing      
Companies' related debt service payments, variation in the interest rates of    
the floating rate elements of that debt, which were FF 9.6 billion and FF 8.3   
billion at September 30, 1993 and 1992, respectively, impact lease payments.    
At September 30, 1993 and 1992, the Group's exposure to the interest rate risk  
from borrowings and lease payments was partially hedged by interest rate swaps  
expiring through July 1996 of FF 5.3 billion and FF 1.1 billion, respectively,  
and Forward Rate Agreements and other hedging instruments expiring through      
June 1999 of FF 3.7 billion and FF 1 billion, respectively.                     

Under interest rate swaps, the Group pays interest at a weighted average    
rate of 7.62% which includes fixed and LIBOR based variable rates, and          
receives interest at PIBOR based rates. Under Forward Rate Agreements, the      
Group pays interest at a weighted average rate of 7.29% and receives PIBOR      
based variable rates.                                                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

22. EXPOSURE TO CURRENCY RISK                                                   

The Group's policy is to protect itself to the extent practical from the    
effects of fluctuations in the foreign exchange markets. The Group's exposure   
to foreign currency risk relates primarily to variations in the value of the    
U.S. dollar, as certain liabilities and commitments to a wholly-owned           
subsidiary of The Walt Disney Company are denominated in this currency.         

At September 30, 1993 and 1992, the Group had FF 1,615 million and FF 734   
million, respectively of foreign currency hedge contracts outstanding,          
consisting principally of forward exchange contracts and written options        
expiring primarily between October 1993 and August 1995.                        

23. COMMITMENTS AND CONTINGENCIES                                               

There are various legal proceedings and claims against the Group related to 
construction and other activities incident to the conduct of its business.      
Management does not expect the Group to suffer any material liability by        
reason of such actions.                                                         

The Company is jointly liable for all Euro Disneyland S.N.C. obligations    
under the Phase 1A credit agreement with a syndicate of international banks     
consisting of a main facility of FF 4.35 billion. At September 30, 1993, Euro   
Disneyland S.N.C. had drawn FF 4.35 billion on the main facility.               

EDL Hotels S.C.A. has guaranteed all of the obligations of the Phase 1B     
Financing Companies under the Phase 1B senior credit facility with a syndicate  
of banks, consisting of a main facility of FF 2.3 billion. At September 30,     
1993, the Phase 1B Financing Companies had drawn FF 2.29 billion on the main    
facility.                                                                       

24. LEASED ASSETS                                                               

The Group has leaseback agreements with the Financing Companies for the     
Theme Park and the Phase 1B Facilities. In conformity with French accounting    
principles, the Group has elected not to capitalize these leases and to         
account for them as operating leases. The rental expense under these leases     
approximates the Financing Companies' related debt service payments, which      
fluctuate with variable interest rate changes and principal repayments.         

The leases commenced April 12, 1992 and end when the underlying borrowings  
and interest are repaid in full by the Financing Companies or, at the latest,   
December 31, 2030, for the Theme Park and February 5, 2011, for the Phase 1B    
Facilities.                                                                     

Rental expense was FF 1,712 million and FF 716 million in 1993 and 1992,    
respectively.                                                                   

Future minimum rental commitments under the capital leases are as follows:  

                                                                [Download Table]

                                                       Phase 1B           
                                    Theme Park(/1/) Facilities(/1/) Total 
                                    --------------- --------------- ------
                                               (FF in millions)           
                                                                          
1994...............................      1,036             372       1,408
1995...............................      1,019             378       1,397
1996...............................      1,024             396       1,420
1997...............................      1,044             413       1,457
1998...............................      1,175             430       1,605
Beyond 1998........................     19,765           7,219      26,984
                                        ------           -----      ------
Total..............................     25,063           9,208      34,271
                                        ======           =====      ======
Purchase Option....................          1               1           2
                                        ======           =====      ======

--------                                                                        
(/1/This)information is not analyzed by asset category as the leases comprise   
the Theme Park and Phase 1B Facilities as a whole and not their specific
assets.                                                                 

Rental commitments are based on an estimated interest rate of 7%.               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

24. LEASED ASSETS--(CONTINUED)                                                  

As operating leases, the cost and depreciation of the assets and underlying 
borrowings are not included in the Group's consolidated financial statements.   
These amounts, which are carried by the Financing Companies, are summarized as  
follows:                                                                        

                                                                [Download Table]

                                 Accumulated  Net Book Value at    Estimated   
                           Cost  Depreciation September 30, 1993  Useful Lives 
                          ------ ------------ ------------------ --------------
                                     (FF in millions)                          
                                                                               
Land and infrastructure.   1,839      (130)          1,709       10 to 25 years
Buildings, rides and at-                                                       
 tractions..............  12,675      (900)         11,775       25 to 33 years
Furniture, fixtures &                                                          
 equipment..............     909      (105)            804        4 to 10 years
                          ------    ------          ------                     
                          15,423    (1,135)         14,288                     
                          ======    ======          ======                     

Depreciation is computed on the straight-line method based upon estimated   
useful lives. Depreciation expense was FF 751 million and FF 384 million in     
1993 and 1992, respectively.                                                    

At September 30, 1993, borrowings and accrued interest specific to these    
assets were FF 17.7 billion, including FF 5.1 billion due to the Group.         

The Group has other operating leases, primarily for office space, office and
computer equipment and vehicles, for which total rental expense was FF 208      
million, FF 152 million and FF 51 million in 1993, 1992 and 1991,               
respectively. Future minimum rental commitments under non-cancelable operating  
leases are as follows:                                                          

                                                                [Download Table]

                         (FF in millions)
                                         
1994....................        90       
1995....................        71       
1996....................        55       
1997....................        47       
1998....................        31       
Thereafter..............        36       

25. EMPLOYEES                                                                   

At September 30, the number of cast members employed by the Group was:  

                                                                [Download Table]

                            1993   1992 
                           ------ ------
                                        
Cadre.....................  2,016  1,810
Non-Cadre.................  9,849 10,678
                           ------ ------
                           11,865 12,488
                           ====== ======

Total employee costs for 1993, 1992 and 1991 were FF 2,108 million, FF 1,971
million and FF 341 million, respectively.                                       

PENSION AND RETIREMENT BENEFITS                                                 

All cast members participate in pension plans in accordance with French laws
and regulations. Cadre cast members also participate in a supplemental defined  
contribution pension plan. Contributions to all plans, which are shared by the  
cast member and the Group, are based on gross wages and are expensed as         
incurred. The Group has no future commitments with respect to these plans.      

A retirement indemnity is paid to cast members who retire from the Group    
after completing a defined number of service years, in an amount not to exceed  
1.5 months of gross wages. No provision in this respect was recorded in 1993    
or 1992 as any amounts eventually due are considered to be insignificant.       

26. DIRECTORS' FEES                                                             

In 1993, 1992 and 1991, fees paid to members of the Company's Supervisory   
Board were FF 1,000,000, FF 925,000 and FF 775,000, respectively.               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

27. SUBSEQUENT EVENT                                                            

On October 25, 1993, Management submitted proposals for the suppression of  
950 positions in mainly administrative and management functions to the          
employees' representatives committee. Discussions surrounding these proposals   
are expected to continue until December 1993. The costs related to this         
reorganization have been provided for in provisions for risks and charges, as   
mentioned in Note 12.                                                           

28. SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES ADOPTED BY THE         
COMPANY AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE U.S. AND    
SUPPLEMENTAL DISCLOSURES                                                

I. RECONCILIATION TO U.S. GAAP                                                

As explained in the summary of significant accounting policies, the         
consolidated financial statements have been prepared in accordance with         
accounting principles generally accepted in France ("French GAAP"). These       
accounting principles differ in certain significant respects from those         
generally accepted in the United States ("U.S. GAAP") and therefore, the        
consolidated financial statements have been adjusted to reflect U.S. GAAP.      

The following is a summary of the adjustments to the consolidated financial 
statements for years ended September 30, 1993, 1992 and 1991 which would be     
required if U.S. GAAP had been applied instead of French GAAP.                  

A. LEASE-RELATED ADJUSTMENTS                                                

The Theme Park and Phase 1B Facilities are leased to the Group by the   
Financing Companies. The Group has elected not to capitalize these      
leases and is accounting for them as operating leases. Under U.S. GAAP, 
the underlying assets and liabilities and related depreciation and      
interest expense are reflected in the Group's financial statements.     

B. PRE-OPENING COSTS                                                        

Prior to October 1, 1992, the Group amortized certain pre-opening costs 
over a twenty-year life. Under U.S. GAAP, such costs were subject to    
five-year amortization, resulting in an adjustment to amortization      
expense for U.S. GAAP purposes.                                         

II. CHANGE IN ACCOUNTING FOR PRE-OPENING COSTS                                

Effective October 1, 1992, the accounting method under U.S. GAAP and French 
GAAP was changed to reflect a preferable method for project-related pre-        
opening and start-up costs, which is to expense these costs as they are         
incurred. The cumulative effect of the change on prior years under U.S. GAAP    
was FF 3,177 million and has been included in the net loss for the year ended   
September 30, 1993. The effect of the change in accounting method was to        
reduce the U.S. GAAP loss before the cumulative effect of the change for the    
year ended September 30, 1993, by FF 646 million.                               

Pro forma amounts on the face of the income statement reflect the effect of 
retroactively expensing pre-opening costs.                                      

III. THEME PARK AND RESORT ASSETS                                             

Under French GAAP, the Theme Park and Resort assets are depreciated under   
the straight-line method over their useful lives of two to thirty-three years.  
For U.S. GAAP, the equivalent useful lives range between two and forty years.   

IV. CONSOLIDATED STATEMENTS OF CASH FLOWS                                     

The information in the following Consolidated Statements of Cash Flows is   
presented in accordance with the requirements of Statement of Financial         
Accounting Standards No. 95 ("SFAS 95") and is based on U.S. GAAP adjusted      
amounts.                                                                        

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

28. SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES ADOPTED BY THE         
COMPANY AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE U.S. AND    
SUPPLEMENTAL DISCLOSURES--(CONTINUED)                                   

CONSOLIDATED STATEMENT OF CASH FLOWS  

IN ACCORDANCE WITH U.S. GAAP  

                                                                [Download Table]

                                                        Year ended September   
                                                                30,            
                                                        ---------------------- 
                                                         1993    1992    1991  
                                                        ------  ------  ------ 
                                                          (FF in millions)     
                                                                               
Cash Provided By (Used In) Operations.................. (1,177)     47   1,245 
                                                        ------  ------  ------ 
INVESTING ACTIVITIES                                                           
 Theme parks, resorts and other property, net..........  1,344   7,573   7,783 
 Intangible assets.....................................     16   1,607      45 
 Other.................................................    438     727     792 
                                                        ------  ------  ------ 
                                                         1,798   9,907   8,620 
                                                        ------  ------  ------ 
FINANCING ACTIVITIES                                                           
 Borrowings............................................  2,066   6,130   9,806 
 Cash dividends........................................   (173)    --      --  
                                                        ------  ------  ------ 
                                                         1,893   6,130   9,806 
                                                        ------  ------  ------ 
Increase (Decrease) in Cash and Cash Equivalents....... (1,082) (3,730)  2,431 
Cash and Cash Equivalents, Beginning of Year...........  2,286   6,016   3,585 
                                                        ------  ------  ------ 
Cash and Cash Equivalents, End of Year.................  1,204   2,286   6,016 
                                                        ======  ======  ====== 


  The difference between Net Income (Loss) as shown on the Consolidated        
Statement of Income and Cash Provided By (Used In) Operations is explained as  
follows:                                                                       
                                                                               
Income (Loss) Before Cumulative Effect of Accounting                           
 Change................................................ (2,950)   (699)    266 
                                                        ------  ------  ------ 
Cumulative Effect of Accounting Change................. (3,177)    --      --  
Charges to Income Not Requiring Cash Outlays                                   
 Deferred income taxes.................................    --     (156)    156 
 Depreciation and amortization.........................  1,019     832     --  
Changes in                                                                     
 Receivables...........................................    663     520  (1,450)
 Intangible assets.....................................  1,316     --      --  
 Deferred charges......................................  1,860     --      --  
 Accounts payable and other accrued liabilities........   (115)   (557)  2,273 
 Other.................................................    207     107     --  
                                                        ------  ------  ------ 
                                                         1,773     746     979 
                                                        ------  ------  ------ 
Cash Provided By (Used In) Operations.................. (1,177)     47   1,245 
                                                        ======  ======  ====== 
SUPPLEMENTAL CASH FLOW INFORMATION:                                            
 Interest paid.........................................  2,265     912     516 
                                                        ======  ======  ====== 

V. DEFERRED TAXES                                                             

Deferred taxes at September 30, 1991, were based on U.S. GAAP and were      
calculated at an effective tax rate of 37% on U.S. GAAP income. Deferred taxes  
were reversed at September 30, 1992, and have not been reinstated since the     
Group generated losses for both of the years ended September 30, 1992 and       
1993.                                                                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

28. SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES ADOPTED BY THE COMPANY 
 AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE U.S. AND SUPPLEMENTAL
DISCLOSURES--(CONTINUED)                                                

In February 1992, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 109 ("SFAS 109") Accounting for Income    
Taxes. The standard changes the method of accounting for income taxes to an     
asset and liability approach. The standard was adopted in 1993, retroactive to  
October 1, 1992. Under SFAS 109, the Group's net operating loss carryforwards   
generate deferred tax assets of FF 1.8 billion. The Group has established a     
100% valuation allowance against these assets due to the uncertainty of         
ultimate realization of tax benefits. The Group has net operating loss          
carryforwards of FF 5.5 billion expiring through 1998.                          

VI. FINANCIAL INSTRUMENTS                                                     

At September 30, 1993, the estimated cost to the Group to terminate its     
interest rate hedging instruments, taking into account current interest rates   
and creditworthiness of counterparties, is FF 159 million. The estimated cost   
to terminate the Group's FF 5.1 billion of hedging contracts providing for the  
purchase and sale of foreign currencies, based upon quotes from brokers, is FF  
77 million.                                                                     

The fair values of the Group's short-term investments and convertible bonds 
approximate carrying values based upon the short maturity of the instruments    
and market quotes at September 30, 1993, respectively. In view of the Group's   
operating results and potential liquidity problems if a financial restructuring 
is not completed in 1994, it is not practicable to estimate the fair value of   
borrowings that are not publicly traded at September 30, 1993.                  

VII. LONG-TERM DEBT                                                           

As noted earlier, the Group has elected not to capitalize the leases of the 
Theme Park and the Phase 1B Facilities, but rather to account for them as       
operating leases. Under U.S. GAAP, the leases would be capitalized. Set out     
below is a schedule of the long-term debt of the Financing Companies relating   
to the assets underlying these leases.                                          

                                                                [Download Table]

                                                   September 30,         
                                          -------------------------------
                                          Interest                       
                                            Rate   Maturity  1993   1992 
                                          -------- -------- ------ ------
                                                            (FF millions)
                                                                         
Bank loan(a)............................   11.25%    2006    4,355  4,355
C.D.C. loan(b)..........................    7.85     2012    3,000  3,000
Bank loan (c)...........................   11.43     2009    2,290  2,250
Subordinated partners' advances(d)......   10.34     2011    2,000  2,000
Partners' advances(e)...................   10.09     2011      800    800
                                                            ------ ------
                                                            12,445 12,405
                                                            ====== ======

(a) Drawn against a facility of FF 4,500 million. Collateralized by a mortgage  
   on the Theme Park and Disneyland Hotel. The Company is a co-obligor on this
facility. Quarterly repayments commence in 1994.                        
(b) Loan consists of 40% senior debt and 60% subordinated debt. Senior debt is  
collateralized by the land of the Theme Park and campground. Annual     
repayments commence in 1995.                                            
(c) Drawn against a facility of FF 2.3 billion from a syndicate of banks and    
secured by the five Phase 1B hotels and entertainment center. Quarterly 
repayments commence in 1995.                                            
(d) Related to Phase 1A assets. Principal repayments commence in 2005.          
(e) Senior debt related to Phase 1B assets collateralized by Phase 1B buildings 
   and fixtures. Principal repayments commence in 2003. Amount includes FF 288
million of bank borrowings.                                             
The borrowings have the following scheduled maturities:                     

                                                                [Download Table]
                                         
1994..............................      0
1995..............................     44
1996..............................    161
1997..............................    236
1998..............................    415
Thereafter........................ 11,589
                                   ------
    Total......................... 12,445
                                   ======

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REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL
STATEMENT SCHEDULES 

To the Board of Directors and Shareholders of                                   
EURO DISNEY S.C.A.                                                              

Our audits of the consolidated financial statements of Euro Disney S.C.A.   
referred to in our report dated November 15, 1993 appearing on page 45 of this  
10-K as of September 30, 1993 and 1992 and for each of the three years in the   
period ended September 30, 1993 also included an audit of the Financial         
Statement Schedules in this 10-K on pages 67 through 70, inclusive. In our      
opinion, the Financial Statement Schedules present fairly, in all material      
respects, the information set forth therein in accordance with accounting       
principles generally accepted in the United States of America when read in      
conjunction with the related consolidated financial statements.                 

PSAudit                                                                         
Member of Price Waterhouse                                                      

Pradeep Narain                                                                  

Paris, France                                                                   
November 15, 1993                                                               

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EURO DISNEY S.C.A. AND SUBSIDIARIES 

SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES

YEARS ENDED SEPTEMBER 30, 1993 AND 1992 

                                                                [Download Table]

                                        Balance at                      Balance
                                        beginning                       at end 
                                         of year   Additions Deductions of year
                                        ---------- --------- ---------- -------
                                                   (FF in millions)            
                                                                               
1993                                                                           
The Walt Disney Company Portugal,                                              
 Lda. .................................     13         --        13        --  
The Walt Disney Company Limited........      4         --         4        --  
Other..................................     --         23        --        23  
                                           ---        ---       ---       ---  
                                            17         23        17        23  
                                           ===        ===       ===       ===  
1992                                                                           
The Walt Disney Company Portugal,                                              
 Lda. .................................     --         30        17        13  
The Walt Disney Company Limited........     --         21        17         4  
                                                      ---       ---       ---  
                                                       51        34        17  
                                                      ===       ===       ===  

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EURO DISNEY S.C.A. AND SUBSIDIARIES 

SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT 

YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 

                                                                [Download Table]

                          Balance at                                            
                          beginning            Retirements           Balance at 
                           of year   Additions  or sales   Transfers end of year
                          ---------- --------- ----------- --------- -----------
                                             (FF in millions)                   
                                                                                
1993                                                                            
Buildings and equipment.    18,593       257        58         (792)   18,000   
Projects in progress....     1,009     1,103       101         (521)    1,490   
Land and secondary                                                              
 infrastructure.........     1,585       143       --         1,313     3,041   
                            ------     -----       ---      -------    ------   
                            21,187     1,503       159          --     22,531   
                            ======     =====       ===      =======    ======   
1992                                                                            
Buildings and equipment.               2,618        13       15,988    18,593   
Projects in progress....    12,588     4,409       --       (15,988)    1,009   
Land and secondary                                                              
 infrastructure.........     1,026       559       --           --      1,585   
                            ------     -----       ---      -------    ------   
                            13,614     7,586        13          --     21,187   
                            ======     =====       ===      =======    ======   
1991                                                                            
Buildings and equipment.       170       242       --          (412)      --    
Projects in progress....     4,763     7,413       --           412    12,588   
Land and secondary                                                              
 infrastructure.........       898       128       --           --      1,026   
                            ------     -----       ---      -------    ------   
                             5,831     7,783       --           --     13,614   
                            ======     =====       ===      =======    ======   

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EURO DISNEY S.C.A. AND SUBSIDIARIES 

SCHEDULE VI--ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT

YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 

                                                                [Download Table]

                                       Balance at                       Balance
                                       beginning            Retirements at end 
                                        of year   Additions  or sales   of year
                                       ---------- --------- ----------- -------
                                                   (FF in millions)            
                                                                               
1993                                                                           
Buildings and equipment...............    451        910         13      1,348 
Land and secondary infrastructure.....    --          64         --         64 
                                          ---        ---        ---      ----- 
                                          451        974         13      1,412 
                                          ===        ===        ===      ===== 
1992                                                                           
Buildings and equipment...............    --         451         --        451 
                                          ===        ===        ===      ===== 
1991                                                                           
Leasehold improvements, equipment,                                             
 furniture and fixtures...............    --         --          --        --  
                                          ===        ===        ===      ===== 

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EURO DISNEY S.C.A. AND SUBSIDIARIES 

SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION

YEARS ENDED SEPTEMBER 30, 1993, 1992 AND 1991 

                                                                [Download Table]

                                                                  1993 1992 1991
                                                                  ---- ---- ----
                                                                      (FF in    
                                                                    millions)   
                                                                                
Maintenance and repairs..........................................  53   66   10 
Taxes, other than payroll and income taxes.......................  63   71   32 
Advertising costs................................................ 204  280    5 

70

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		12/31/30		62
		2/5/11		62
		10/1/01		59
Filed on:		12/22/93
		12/17/93		20		47
		12/15/93		1
		11/30/93		1
		11/22/93		22
		11/15/93		46		67
		10/25/93		64
For Period End:		9/30/93		1		71			10-K/A
		8/9/93		19
		7/29/93		19
		7/8/93		19
		6/30/93		19		33
		6/29/93		19
		3/31/93		17		19			10-Q/A
		2/16/93		17
		12/31/92		19
		10/3/92		56
		10/1/92		27		66
		9/30/92		13		71
		6/30/92		19
		5/15/92		35
		4/20/92		9		35
		4/12/92		14		62
		2/18/92		35
		1/1/92		55		58
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