SEC Info - Walt Disney Co - ‘S-3/A’ on 9/17/97

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Walt Disney Co – ‘S-3/A’ on 9/17/97

As of: Wednesday, 9/17/97 · Accession #: 1001039-97-39 · File #: 333-34167

  As Of                Filer                Filing    For·On·As Docs:Size

 9/17/97  Walt Disney Co                    S-3/A                  1:51K

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

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement     22±    88K 
                          for Securities Offered Pursuant to a                   
                          Transaction

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Administration Available Information; Incorporation of Documents by Reference Custodial Service Dividends Eligibility and Enrollment Exhibits Experts Gifts and Transfers of Shares Indemnification Indemnification of Directors and Officers Issuance of Stock Certificates Legal Matters Limitation of Liability Optional Cash Investments Other Expenses of Issuance and Distribution Purchase of Common Stock Purpose Sale of Shares Service Fees The Walt Disney Company The Walt Disney Company Investment Plan Undertakings Use of Proceeds U.S. Federal Income Taxation Walt Disney Company Investment Plan, The Walt Disney Company, The Withdrawal from the Plan
1	1st Page - Filing Submission
"	The Walt Disney Company
"	The Walt Disney Company Investment Plan
"	Available Information; Incorporation of Documents by Reference
"	Purpose
"	Administration
"	Eligibility and Enrollment
"	Optional Cash Investments
"	Purchase of Common Stock
"	Dividends
"	Sale of Shares
"	Custodial Service
"	Issuance of Stock Certificates
"	Gifts and Transfers of Shares
"	Service Fees
"	Withdrawal from the Plan
"	Additional Information
"	Limitation of Liability
"	U.S. Federal Income Taxation
"	Use of Proceeds
"	Legal Matters
"	Experts
"	Indemnification
"	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
"	Item 16. Exhibits
"	Item 17. Undertakings


As filed with the Securities and Exchange Commission on September 17, 1997      

                                                   File No.  333-34167

SECURITIES AND EXCHANGE COMMISSION      
WASHINGTON, D.C.  20549     
______________________________      
AMENDMENT NO. 1     
TO      
FORM S-3      
REGISTRATION STATEMENT      
UNDER THE SECURITIES ACT OF 1933      
_______________________________     

THE WALT DISNEY COMPANY     
(Exact name of registrant as specified in this charter)     

Delaware      
(State or other jurisdiction of incorporation or organization)      

95-4545390      
(I.R.S. Employer Identification No.)      

500 South Buena Vista Street      
Burbank, California  91521      
(818) 560-1000      
(Address, including zip code, and telephone number, including area code, of     
registrant's principal offices)     

David K. Thompson     
Senior Vice President - Assistant General Counsel     
The Walt Disney Company     
500 South Buena Vista Street      
Burbank, California  91521      
(818) 560-1000      
(Name, address, including zip code, and telephone number, including area      
code, of agent for service)     
_______________________________     

Approximate Date of Commencement of Proposed Sale to the Public:      
From time to time after this Registration Statement becomes effective.      

If  the  only  securities being registered on this Form are  being  offered     
pursuant  to  dividend  or interest reinvestment plans,  please  check  the     
following box. [ ]                                                              

If any of the securities being registered on this Form are to be offered on     
a delayed or continuous basis pursuant to Rule 415 under the Securities Act     
of  1933, other than securities offered only in connection with dividend or     
interest reinvestment plans, check the following box. [x]                       

If  this  Form is filed to register additional securities for  an  offering     
pursuant  to  Rule  462(b)  under  the Securities  Act,  please  check  the     
following box and list the Securities Act registration statement number  of     
the earlier effective registration statement for the same offering.  [ ]        

If  this  Form is a post-effective amendment filed pursuant to Rule  462(c)     
under  the  Securities Act, check the following box and list the Securities     
Act  registration  statement number of the earlier  effective  registration     
statement for the same offering.  [ ]                                           

If  delivery of the prospectus is expected to be made pursuant to Rule 434,     
please check the following box. [ ]                                             

The  Registrant hereby amends this registration statement on such  date  or     
dates  as may be necessary to delay its effective date until the Registrant     
shall  file  a  further  amendment  which  specifically  states  that  this     
registration statement shall thereafter become effective in accordance with     
Section  8(a)  of  the  Securities Act of 1933 or until  this  Registration     
Statement  shall  become effective on such date as the  Commission,  acting     
pursuant to said Section 8(a), may determine.                                   

                                                                [Download Table]

                      Calculation of Registration Fee                      
---------------------------------------------------------------------------
                                                                           
Title of each     Amount        Proposed     Proposed         Amount of    
class of          to be         maximum      maximum          registration 
securities to     registered    offering     aggregate        fee (1)      
be registered                   price per    offering                      
                                unit  (1)    price  (1)                    
--------------    -----------   ----------   ---------------  -------------
Common Stock,      10,000,000    $77.40625   $774,062,500.00   $234,564.00 
$.01 par value                                                             
---------------------------------------------------------------------------
Total              10,000,000     100%                                     
---------------------------------------------------------------------------

(1)   Calculated pursuant to Rule 457(c), based on the average of the  high     
and  low  prices  for  the  common stock on the  New  York  Stock  Exchange     
Composite Tape for August 18, 1997.                                             

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++     
Information  contained  herein is subject to completion  or  amendment.   A     
registration statement relating to these securities has been filed with the     
Securities and Exchange Commission.  These securities may not be  sold  nor     
may  offers to buy be accepted prior to the time the registration statement     
becomes effective.                                                              
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++     

Prospectus dated September __, 1997                                             

10,000,000 shares of Common Stock                                               

The Walt Disney Company Investment Plan     

The  Walt  Disney Company is pleased to offer The Walt Disney  Company
Investment Plan, a direct stock purchase plan designed to provide investors     
with  a convenient method to purchase shares of Disney common stock and  to     
reinvest cash dividends in the purchase of additional shares.                   

Key features of the Plan are summarized below:                        
If  you  currently  own fewer than 10 shares  of  Disney  common  
stock,  or  do  not  currently own any shares of  Disney  common  
stock  at all, you may join the Plan by completing an enrollment  
form  and  either making an initial cash investment of at  least  
$1,000  or authorizing monthly deductions of at least $100  from  
a  qualified  bank  account for the purchase  of  Disney  common  
stock.                                                            

If  you currently own at least 10 shares of Disney common stock,  
registered in your name, you may participate in the Plan  simply  
by  completing and returning an enrollment form.  If you own  at  
least  10 shares but they are currently held by a bank or broker  
in  its  name  (that is, in "street name"),  you  will  need  to  
instruct  your agent to convert the shares to certificate  form,  
registered in your name, in order to participate.                 

Once  you have enrolled, you may make additional investments  of  
$100  or  more  by  check or money order  or  through  automatic  
monthly deductions from a qualified bank account.                 

All   cash   dividends  will  be  reinvested  automatically   in  
additional shares of Disney common stock.                         

As  a  participant,  you may (but are not required  to)  deposit  
your   Disney   common   stock  certificates   with   the   Plan  
Administrator for safekeeping.                                    

You  may  sell  all or any portion of your Disney  common  stock  
through the Plan.                                                 

Participation in the Plan is subject to the payment  of  certain  
fees  in  connection with enrollment and purchase  and  sale  of  
shares.                                                           

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

NO  PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE  ANY
REPRESENTATIONS  OTHER  THAN THOSE CONTAINED IN THIS  PROSPECTUS.   IF  ANY     
OTHER  INFORMATION OR REPRESENTATIONS ARE GIVEN OR MADE, YOU MUST NOT  RELY     
UPON THEM AS HAVING BEEN AUTHORIZED.                                            

This Prospectus does not constitute an offer to sell or a solicitation
of  an  offer  to buy shares of Disney common stock in any state  or  other     
jurisdiction to any person to whom it is unlawful to make such an offer  or     
solicitation.   To  the  extent  required  by  applicable  law  in  certain     
jurisdictions, shares offered under the Plan to persons who are not  record     
holders  of  Disney  common  stock are offered only  through  a  registered     
broker/dealer in those jurisdictions.                                           

Neither  the  delivery of this Prospectus nor any sale made  hereunder
should  be deemed to imply that there has been no change in the affairs  of     
the  Company  since  the date of this Prospectus or  that  the  information     
herein is correct as of any time subsequent to its date.                        

TABLE OF CONTENTS     

                                                                    Page
                                                                    ----
The Walt Disney Company...............................................    3     
Available Information; Incorporation of Documents by Reference........    4     
The Walt Disney Company Investment Plan...............................    5     
Purpose..........................................................    5
Administration...................................................    5
Eligibility and Enrollment.......................................    6
Optional Cash Investments........................................    8
Purchase of Common Stock.........................................    9
Dividends........................................................   10
Sale of Shares...................................................   10
Custodial Service................................................   11
Issuance of Stock Certificates...................................   11
Gifts and Transfers of Shares....................................   12
Service Fees.....................................................   12
Withdrawal from the Plan.........................................   12
Additional Information...........................................   13
Limitation of Liability...............................................   14     
U.S. Federal Income Taxation..........................................   14     
Use of Proceeds.......................................................   15     
Legal Matters.........................................................   15     
Experts...............................................................   16     
Indemnification.......................................................   16     

The Walt Disney Company                                                         

Disney  is  a  Delaware  corporation having  its  principal  executive
offices  at  500  South  Buena  Vista  Street,  Burbank,  California  91521     
(telephone: (1-818) 560-1000).                                                  

The   Company,  together  with  its  subsidiaries,  is  a  diversified
international  entertainment enterprise with operations in three  principal     
business  segments:  Creative Content, Broadcasting  and  Theme  Parks  and     
Resorts.                                                                        

 Businesses in the Creative Content segment produce and distribute live-
action  and  animated  motion  pictures, television  programs,  home  video     
products  and  musical  recordings; license Disney's characters  and  other     
intellectual   property  for  use  in  connection  with   merchandise   and     
publications;  conduct retail distribution operations  through  the  Disney     
Store and other outlets; and publish books and magazines.                       

Included  in the Broadcasting segment are the operations  of  the  ABC
television  and  radio  networks, television and radio  stations  owned  by     
Disney  subsidiaries,  cable programming operations, including  The  Disney     
Channel and ESPN, and international television operations.                      

The  Theme  Parks  and Resorts segment encompasses the  operations  of
Disneyland Park in California and the Walt Disney World Resort in  Florida,     
the licensing of Tokyo Disneyland in Japan and sports operations, including     
the Mighty Ducks of Anaheim.  The Company also has an equity investment  in     
Euro  Disney  S.C.A.,  which operates the Disneyland Paris  Resort  and  is     
managed by a Company subsidiary.                                                

Available Information; Incorporation of Documents by Reference                  

The  Walt Disney Company is subject to the Securities Exchange Act  of
1934, as amended, and accordingly files reports, proxy statements and other     
information  with the Securities and Exchange Commission.  These  materials     
may  be inspected and copied at the public reference facilities of the SEC,     
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,     
as  well as the SEC regional offices at 7 World Trade Center, New York, New     
York  10048,  and  Citicorp  Center, 500 W.  Madison  Street,  Suite  1400,     
Chicago,  Illinois  60661. Copies may be obtained  by  mail  at  prescribed     
rates.   Requests should be directed to the SEC's Public Reference Section,     
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.     
In  addition,  the SEC maintains a Web site that contains all filings  made     
electronically    by    registrants    like    Disney,    accessible     at     
http://www.sec.gov.  The Company's filings may also be inspected at the New     
York and Pacific stock exchanges.                                               

Disney  has  filed  the following documents with  the  SEC.  They  are
incorporated in this Prospectus by reference:                                   

(1)  Disney's  Annual  Report on Form 10-K for the fiscal  year  ended
September 30, 1996.                                         

(2)  Disney's  Quarterly Reports on Form 10-Q for the fiscal  quarters
ended December 31, 1996, March 31, 1997 and June 30, 1997.  

(3)  The  description of Disney's common stock contained  in  Disney's
Registration Statement on Form 8-B dated December 28, 1995. 

(4)  The  audited  consolidated balance sheets of ABC,  Inc.  for  the
     years   ended  December  31,  1995  and  1994,  and  consolidated
     statements  of  income, stockholders' equity and cash  flows  for
     each  of  the three years in the period ended December 31,  1995,
  contained in Disney's Report on Form 8-K dated March 30, 1996.

(5)  The unaudited pro forma combined condensed consolidated statement
     of  income  for  Disney and ABC for the year ended September  30,
     1996,  contained in Disney's Report on Form 8-K dated August  21,
1997.                                                       

All  documents subsequently filed by Disney pursuant to Section 13(a),
13(c),  14  or  l5(d)  of  the Exchange Act prior to  termination  of  this     
offering shall be deemed to be incorporated by reference in this Prospectus     
and to be part hereof from the date of filing of such documents.                

 Disney  will  provide  without charge to each  person  to  whom  this
Prospectus  is  delivered, upon request, a copy of  any  of  the  documents     
incorporated  herein by reference (other than exhibits to  such  documents,     
unless  such  exhibits are specifically incorporated by reference  in  such     
documents).    Requests   should  be  directed  to   Shareholder   Services     
Department,  P.O.  Box 11447, Burbank, California 91510-1447 (telephone:        
(1-818) 553-7200).                                                              

The Company has filed with the Commission a Registration Statement  on
Form S-3 (herein, together with all amendments and exhibits, referred to as     
the "Registration Statement") under the Securities Act of 1933, as amended.     
This  Prospectus does not contain all of the information set forth  in  the     
Registration  Statement, certain parts of which are omitted  in  accordance     
with the rules and regulations of the Commission.  For further information,     
reference is hereby made to the Registration Statement.                         

The Walt Disney Company Investment Plan     

PURPOSE                                                                         

1.  What is the purpose of the Plan?                                            

The  purpose of the Plan is to promote long-term stock ownership among
existing  and  new investors in the Company by providing a  convenient
method  to  purchase shares of Disney common stock and  reinvest  cash
dividends paid on such shares.                                        

ADMINISTRATION                                                                  

2.   Who administers the Plan?                                                  

The   Plan   is  administered  by  the  Disney  Shareholder   Services
Department,  which  serves  as  the Company's  stock  transfer  agent,
registrar  and  dividend disbursing agent.  As  Administrator,  Disney
Shareholder  Services  acts as agent for Plan participants  and  keeps
records,  sends statements and performs other duties relating  to  the
Plan.   Disney  Shareholder Services reserves the right to  resign  as
Plan  Administrator  at  any time, in which  case  the  Company  would
designate a new administrator.                                        

Purchases and sales of Disney common stock under the Plan are made  by
an  independent  broker-dealer acting as  purchasing  agent  for  Plan
participants.   To the extent required by applicable  law  in  certain
jurisdictions,  shares offered under the Plan are offered  through  an
independent broker-dealer.                                            

3.   How do I contact the Plan Administrator?                                   

Written Inquiries:         Disney Shareholder Services                
P.O. Box 7773   
       Burbank, CA  91510-7773

Telephone Inquiries:       (1-818) 553-7200                           

Requests for Enrollment                                               
Packages for New Investors:   (1-800) 948-2222                        

When  communicating with the Administrator, you should have  available
your account number and taxpayer identification number.               

4.   What kind of reports will be sent to participants in the Plan?             

As  a  participant, you will receive a quarterly statement of  account
activity.   Supplemental account statements will be provided  for  any
month  in  which  you  have  made  a  cash  investment  or  deposited,
transferred  or  withdrawn shares.  The Administrator will  also  send
transaction advices promptly after each sale of shares under the Plan.
You  should retain these statements and advices in order to  establish
the  cost basis of shares purchased under the Plan for income tax  and
other  purposes.   In  addition,  each participant  will  receive  all
communications sent to all other shareholders, such as annual  reports
and proxy statements.                                                 

ELIGIBILITY AND ENROLLMENT                                                      

5.   How  does a Disney shareholder become eligible to participate  in  the     
Plan?                                                                 

If  you  are already a Disney shareholder with at least 10  shares  of
common  stock registered directly in your name (that is, if  you  have
one  or more certificates for the shares), you may enroll in the  Plan
simply by completing and returning the appropriate enrollment form.   

If  you  currently  have fewer than 10 shares of Disney  common  stock
registered  in  your name, you may enroll by completing and  returning
the   appropriate  enrollment  form  and  either  making  an   initial
investment  of  at  least  $1,000  or  authorizing  automatic  monthly
deductions of at least $100 from a qualified bank account.            

6.         I already own shares, but they are held by my bank or broker and     
registered in "street name."  How can I participate?                  

If  you  currently own shares of Disney common stock that are held  on
your  behalf by a bank or broker (that is, in "street name"), you will
need to arrange with the record holder of your shares to have at least
10  shares registered directly in your name in order to be eligible to
participate.   Once the shares are registered in your  name,  you  can
request the Administrator to send you an enrollment package.          

Participants may, if they wish, send their share certificates  to  the
Administrator  for  safekeeping, but doing so is  not  mandatory.   In
order  to  sell certificated shares through the Plan, however,  it  is
necessary  that  the certificates be deposited with the Administrator.
See Questions 20 and 23 below.                                        

7.   I'm not currently a shareholder.  Can I participate in the Plan?           

If you currently hold no shares of Disney common stock, you may enroll
in  the  Plan by completing and returning an enrollment form  for  new
investors  and either making an initial investment of at least  $1,000
or  authorizing automatic monthly deductions of at least $100  from  a
qualified bank account.                                               

8.   Are there fees associated with enrollment?                                 

Yes.  A one-time $10.00 enrollment fee is payable with respect to each
enrollment.  If you are not making an initial cash investment  because
you  already hold at least 10 shares or because you have signed up for
automatic monthly deductions of $100, you will need to include  a  $10
check  or  money  order  made  payable  to  The  Walt  Disney  Company
Investment Plan with your enrollment form.  If your enrollment form is
accompanied by an initial cash investment, the enrollment fee will  be
deducted  from  your  initial  investment,  together  with   a   $5.00
investment  fee.   An investment fee will also be deducted  from  each
subsequent  investment,  in  the  amount  of  $5.00  in  the  case  of
investments by check or money order, or $1.00 in the case of automatic
deductions.  See Question 28 below.                                   

9.   Are   there  any  restrictions  on  participation  in  the   Plan   by     
shareholders residing outside the United States?                      

Regulations  in certain countries may limit or prohibit  participation
in  services provided under this type of program.  Therefore,  persons
residing outside the United States should first determine whether they
are  subject  to any governmental regulations prohibiting or  limiting
their  participation  before requesting any of the  services  provided
through the Plan.                                                     

OPTIONAL CASH INVESTMENTS                                                       

10.  What   are   the  minimum  and  maximum  amounts  for  optional   cash     
investments?                                                          

Additional  investments  may be made in  amounts  of  at  least  $100,
subject  to a maximum of $250,000 during any calendar year,  including
your initial investment, if any.                                      

11.  How do I make an optional cash investment?                                 

You may send a check or money order payable in U.S. dollars to "Disney
Investment  Plan."   Cash  and third-party  checks  are  not  allowed.
Checks  or money orders must be accompanied by the appropriate section
of  your  account  statement and mailed to  The  Walt  Disney  Company
Investment  Plan,  General Post Office, P.O. Box 5705,  New  York,  NY
10087-5705.                                                           

12.  Can  I  have optional cash investments automatically deducted from  my     
bank account?                                                         

Yes.   You can authorize monthly automatic deductions from an  account
at  a financial institution that is a member of the National Automated
Clearing House Association.  The minimum amount for monthly deductions
is $100.                                                              

*     To  initiate this service, you must send a completed  "Automatic
Deduction Service" form to the Administrator.                     

*     To change any aspect of the instruction, you must send a revised
"Automatic Deduction Service" form to the Administrator.          

*    To terminate the deductions, you must notify the Administrator in
writing.                                                          

Initial  set-up,  changes and terminations to the automatic  deduction
instructions  will  be  made as soon as practicable.   Once  automatic
deductions begin, funds will be deducted from your designated  account
on the 15th of each month, or the next business day if the 15th is not
a business day.                                                       

13.  Will I be charged fees for optional cash investments?                      

Yes.   For any investment made by check or money order, a fee of $5.00
will  be  deducted prior to investment.  A fee of $1.00 per investment
will  be  deducted prior to investment with respect to any  investment
made by automatic monthly deduction.  See Question 28 below.          

14.  How are payments with "insufficient funds" handled?                        

If  the  Administrator  does not receive credit  for  a  cash  payment
because  of  insufficient funds or incorrect  draft  information,  the
requested  purchase  will be deemed void, and the  Administrator  will
immediately  remove  from  your account any shares  already  purchased
upon  the  prior  credit  of such funds.  The Administrator  may  also
place a hold on the Plan account until an "insufficient funds" fee  of
$20.00  is  received from the participant, or may sell such shares  to
satisfy  any uncollected amounts.  If the net proceeds from  the  sale
of  such  shares  are  insufficient to  satisfy  the  balance  of  the
uncollected  amounts,  the Administrator may  sell  additional  shares
from your account as necessary to satisfy the uncollected balance.    

PURCHASE OF COMMON STOCK                                                        

15.  What is the source of Disney common stock purchased through the Plan?      

At  Disney's  discretion, share purchases will be made by  the  Plan's
purchasing  agent either in the open market or directly  from  Disney.
Share  purchases in the open market may be made on any stock  exchange
where  Disney common stock is traded or by negotiated transactions  on
such  terms as the purchasing agent may reasonably determine.  Neither
Disney  nor any participant will have any authority or power to direct
the  date,  time  or  price at which shares may be  purchased  by  the
purchasing agent.                                                     

16.  When will shares be purchased?                                             

Initial and optional investment purchases will generally be made on  a
weekly  basis,  but may be made daily when practicable.   No  interest
will  be paid on amounts held by the Administrator pending investment.
The Administrator may commingle each participant's funds with those of
other participants for the purpose of executing purchases.            

17.  What is the price of shares purchased under the Plan?                      

Shares  purchased in the open market on any investment  date  will  be
credited  to  a  participant's account at the weighted  average  price
incurred  to  purchase  all shares acquired on  that  date,  including
brokerage commissions of $.04 per share.  Shares purchased from Disney
will  be  purchased  and credited to a participant's  account  at  the
average  of  the high and low sales prices of Disney common  stock  as
reported on the New York Stock Exchange Composite Tape on the date  of
purchase.   No brokerage commissions will be payable with  respect  to
shares acquired from Disney.                                          

DIVIDENDS                                                                       

18.  Must my dividends be reinvested automatically?                             

Yes.  Cash  dividends on all shares of Disney common stock,  including
fractional   shares,   held  in  your  account  will   be   reinvested
automatically  in additional shares of Disney common stock.   No  fees
will  be  charged in connection with dividend reinvestments,  although
the  purchase price will include the brokerage commission of $.04  per
share applicable to all purchases.                                    

19.  When will my dividends be reinvested and at what price?                    

The  reinvestment of your dividends will generally begin on the Monday
following  the dividend payment date and will normally extend  over  a
two-  to  five-day  period.  The price of shares  purchased  with  the
dividend  will  be  the  weighted average price,  including  brokerage
commissions, of all shares purchased with reinvested dividends.       

SALE OF SHARES                                                                  

20.  How do I sell my Plan shares?                                              

You  may  sell  any  number of whole shares held in  your  account  by
completing  the  appropriate  section of your  account  statement  and
returning  it  to the Administrator.  The Administrator will  promptly
forward  your  request  to  the  Plan's  purchasing  agent,  and   the
purchasing agent will sell your shares, along with shares to  be  sold
for  other  accounts, as promptly as practicable.  Proceeds  from  the
sale,  less a sales fee of $10.00 and a brokerage commission  of  $.04
per  share, will be sent to you on the settlement date, which is three
business days from the date of the sale.                              

Please  note that shares that you hold in certificate form must  first
be  deposited  into your Plan account before they can  be  sold.   See
Questions 22 and 23 below.                                            

21.  Is there a minimum number of shares that I must maintain in my account     
to keep it active?                                                    

Yes.  You  must  maintain at least five whole shares of Disney  common
stock in your Plan account.  If your account balance falls below  five
shares, the Administrator may terminate your participation in the Plan
unless  you  achieve  the minimum balance within  three  months  after
written  notice  from  the  Administrator.   Upon  termination,   your
participation  in  the  Plan will cease. Your  Plan  account  will  be
converted into a registered account, and a certificate will be sent to
you  for the number of whole shares held in the Plan account, together
with a check for the value of any fractional share.                   

If  you  are  a new investor who has signed up for monthly deductions,
your account will be exempt from this requirement until you accumulate
five whole shares in your account.                                    

CUSTODIAL SERVICE                                                               

22.  How does the custodial service (book-entry shares) work?                   

All  shares of Disney common stock that are purchased through the Plan
will be held by the Administrator and reflected in book-entry form  in
the participant's account on the records of the Administrator.  A Plan
participant  who holds Disney common stock certificates may  also,  at
any   time,  deposit  those  certificates  for  safekeeping  with  the
Administrator,   and   the  shares  represented   by   the   deposited
certificates  will be included in book-entry form in the participant's
account.                                                              

23.  How do I deposit my Disney stock certificates with the Administrator?      

To   deposit  certificates  into  the  Plan,  you  should  send   your
certificates,  by  registered and insured mail, to the  Administrator,
with  written  instructions to deposit the shares represented  by  the
certificates  in your Plan account.  The certificates  should  not  be
endorsed and the assignment section should not be completed.          

24.  Are there any charges associated with this custodial service?              

No.   There is no cost to you either for having the Administrator hold
the  shares purchased for you through the Plan or for depositing  with
the  Administrator the stock certificates you hold for the purpose  of
adding the shares to your book-entry share position.                  

ISSUANCE OF STOCK CERTIFICATES                                                  

25.  Will  stock  certificates be issued for shares  acquired  through  the     
Plan?                                                                 

No.   Stock  certificates will not be issued  for  shares  in  a  Plan
account  unless a specific request is made to the Administrator.   The
Plan's  book-entry custodial service eliminates the risk and  cost  of
certificate loss, theft or destruction.                               

26.  How do I request a stock certificate?                                      

Certificates for full shares held in the Plan may be obtained, without
charge, by writing to the Administrator and requesting the issuance of
shares in certificate form.                                           

GIFTS AND TRANSFERS OF SHARES                                                   

27.  Can I transfer shares that I hold in the Plan to someone else?             

Yes. You may transfer ownership of some or all of your Plan shares  by
sending  the  Administrator  written,  signed  transfer  instructions.
Signatures of all registered holders must be "Medallion Guaranteed" by
a  financial  institution  participating in  the  Medallion  Guarantee
program.   The Medallion Guarantee program ensures that the individual
signing  is  in  fact  the  owner as indicated  on  the  participant's
account.                                                              

You  may  transfer shares to new or existing shareholders; however,  a
new Plan account will not be opened as a result of a transfer of fewer
than  10  shares.   If  you are opening a new  Plan  account  for  the
transferee,  you  must include a completed enrollment  form  with  the
gift/transfer instructions.                                           

SERVICE FEES                                                                    

28.  What are the fees associated with participation in the Plan?               

Participation in the Plan is subject to the payment of certain fees as
outlined below:                                                       

One-Time Enrollment Fee                          $10.00               
Investment Fees*                                                      
via check or money order                       $5.00            
via automatic investment                       $1.00            
Sales Fee*                                       $10.00               
Termination Fee                                  $10.00               
Fee for bounced check or rejected                                     
automatic deductions                          $20.00            

* Plus a $.04 per share trading fee.                                    

WITHDRAWAL FROM THE PLAN                                                        

29.  How do I close my Plan account?                                            

You  may  terminate your participation in the Plan  either  by  giving
written  notice to the Administrator or by completing the  appropriate
section   of  your  account  statement  and  returning   it   to   the
Administrator.  Upon termination, you must elect either to  receive  a
certificate  for the number of whole shares held in your Plan  account
and  a check for the value of any fractional share, or to have all  of
the  shares  in your Plan account sold for you as described  above  in
Question 20.                                                          

A  fee of $10.00 will be charged on all terminations.  In addition, if
you  elect  to have your shares sold, a commission of $.04  per  share
will be charged.  The per-share commission will also apply to the sale
of  any  fractional  share.  If you choose to have  all  whole  shares
issued  in certificate form and the fractional share amount,  if  any,
does  not cover the termination fee, the Administrator may sell a full
share to satisfy any uncollected balance.                             

Any certificates issued upon termination will be issued in the name or
names in which the account is registered, unless otherwise instructed.
If  the  certificate is to be issued in a name other than the name  or
names  on your Plan account, your signature (and that of any co-owner)
on the instructions or stock power must be "Medallion Guaranteed" by a
financial   institution  participating  in  the  Medallion   Guarantee
program. (See Question 27 above.)  No certificates will be issued  for
fractional shares.                                                    

The Administrator will process notices of withdrawal and send proceeds
to  you  as  soon as practicable, without interest.  If  a  notice  of
withdrawal is received on or after an ex-dividend date but before  the
related  dividend payment date, the withdrawal will  be  processed  as
described above and a separate dividend check will be mailed  as  soon
as practicable following the payment date.  Thereafter, cash dividends
will  be  paid  out  to the shareholder and not reinvested  in  Disney
common stock.                                                         

ADDITIONAL INFORMATION                                                          

30.  How would a stock split or stock dividend affect my account?               

Any  shares  resulting from a stock split or stock  dividend  paid  on
shares  held in custody for you by the Administrator will be  credited
to your book-entry position.  Of course, you may request a certificate
at any time for any or all of your shares. (See Question 26.)         

31.  How do I vote my Plan shares at shareholders' meetings?                    

As  a  Plan  participant,  you  will be  sent  a  proxy  statement  in
connection  with each meeting of the Company's shareholders,  together
with a proxy card representing the shares held by the Administrator in
your  Plan  account.  This proxy card, when duly signed and  returned,
will  be  voted as you indicate.  Fractional shares will be aggregated
and  voted  in accordance with the participants' directions.   If  the
proxy  card is not returned or if it is returned unsigned, the  shares
will not be voted.                                                    

32.  Can the Plan be changed or discontinued?                                   

Disney reserves the right to suspend, modify or terminate the Plan  at
any   time.   All  participants  will  receive  notice  of  any   such
suspension, modification or termination.  Upon termination of the Plan
by  Disney,  certificates  for whole shares held  in  a  participant's
account under the Plan will be issued and a cash payment will be  made
for any fractional share.                                             

LIMITATION OF LIABILITY                                                         

IF  YOU  CHOOSE TO PARTICIPATE IN THE PLAN, YOU SHOULD RECOGNIZE  THAT
NEITHER  DISNEY NOR THE ADMINISTRATOR CAN ASSURE YOU OF A PROFIT OR PROTECT     
YOU AGAINST A LOSS ON THE SHARES THAT YOU PURCHASE UNDER THE PLAN.              

Neither Disney nor the Administrator, in administering the Plan,  will
be  liable for any act done in good faith or for any good faith omission to     
act,  including  without limitation any claim of liability arising  out  of     
failure to terminate a participant's account upon such participant's death,     
the  price  at  which  shares are purchased or sold for  the  participant's     
account, the times when purchases or sales are made or fluctuations in  the     
market value of Disney common stock.  This limitation of liability will not     
constitute  a  waiver  by any participant of his or her  rights  under  the     
federal securities laws.                                                        

Although  the  Plan provides for the reinvestment of   dividends,  the
declaration and payment of dividends will continue to be determined by  the     
Board  of Directors of the Company in its discretion, depending upon future     
earnings, the financial condition of Disney and other factors.  The  amount     
and  timing  of  dividends  may be changed, or  the  payment  of  dividends     
terminated, at any time without notice.                                         

U.S. FEDERAL INCOME TAXATION                                                    

Cash  dividends  reinvested under the Plan will be  taxable  for  U.S.
Federal  income tax purposes as having been received by a participant  even     
though  the  participant  has not actually received  them  in  cash.   Each     
participant  will  receive  an  annual  statement  from  the  Administrator     
indicating the amount of reinvested dividends reported to the U.S. Internal     
Revenue Service as dividend income.                                             

A  participant  will not realize gain or loss for U.S. Federal  income
tax  purposes  upon a transfer of shares to the Plan or the  withdrawal  of     
whole  shares from the Plan.  Participants will, however, generally realize     
gain  or  loss upon the receipt of cash for fractional shares held  in  the     
Plan.  Gain  or  loss will also be realized by the participant  when  whole     
shares   are  sold,  either  by  the  purchasing  agent  pursuant  to   the     
participant's request or by the participant after withdrawal from the Plan.     
The  amount of gain or loss will be the difference between the amount  that     
the participant receives for the shares or fraction of a share sold and the     
participant's tax basis therefor.  In order to determine the tax basis  for     
shares or any fraction of a share credited to a participant's account, each     
participant should retain all account statements and transaction advices.       

Plan   participants   who   are  non-resident   aliens   or   non-U.S.
corporations,  partnerships or other entities generally are  subject  to  a     
withholding  tax  on  dividends  paid on shares  held  in  the  Plan.   The     
Administrator  is required to withhold from dividends paid the  appropriate     
amount  determined in accordance with Internal Revenue Service regulations.     
Where applicable, this withholding tax is determined by treaty between  the     
United  States  and  the  country in which  the  participant  resides.   In     
addition,  dividends paid on shares in Plan accounts  are  subject  to  the     
"backup  withholding" provisions of the Internal Revenue Code. Accordingly,     
the amount of any dividends, net of the applicable withholding tax, will be     
credited  to participant Plan accounts for investment in additional  shares     
of Disney common stock.                                                         

The foregoing does not purport to be a comprehensive summary of all of
the  tax  considerations that may be relevant to a participant in the  Plan     
and  does  not  constitute tax advice.  The summary does not reflect  every     
possible outcome that could result from participation in the Plan, and does     
not  consider  any  possible tax consequences under various  state,  local,     
foreign or other tax laws.  Each participant is urged to consult his or her     
own  tax  advisor regarding the tax consequences applicable to his  or  her     
particular  situation  before participating in the  Plan  or  disposing  of     
shares purchased under the Plan.                                                

USE OF PROCEEDS                                                                 

Shares  purchased for Plan participants with reinvested cash dividends
and  optional  cash  investments will, at the  Administrator's  option,  be     
shares  newly issued by Disney, shares held in Disney's treasury or  shares     
purchased  in  the  open  market  by the  Administrator.   Disney  and  the     
Administrator  are unable to estimate the number of shares,  if  any,  that     
will  be  purchased directly from Disney under the Plan or  the  amount  of     
proceeds  from any such shares.  If shares for the Plan are purchased  from     
Disney,  the  net  proceeds will be used by Disney  for  general  corporate     
purposes.                                                                       

LEGAL MATTERS                                                                   

The  legality of the common stock covered hereby has been passed  upon
for  Disney  by  David  K. Thompson, Esq., Senior Vice  President-Assistant     
General  Counsel  of  Disney.  Mr. Thompson owns shares  of  Disney  common     
stock,  both  directly and as a participant in various stock  and  employee     
benefit plans, and he is eligible to participate in the Plan.                   

EXPERTS                                                                         

 The  consolidated financial statements incorporated by  reference  to
Disney's  Annual Report on Form 10-K for the year ended September 30,  1996     
have  been  so incorporated in reliance upon the report of Price Waterhouse     
LLP,  independent  accountants, given on the  authority  of  such  firm  as     
experts in accounting and auditing.                                             

The  consolidated  financial statements of  ABC,  Inc. (formerly    
Capital Cities/ABC, Inc.) for the years ending December 31,  1995 and 1994      
incorporated in this Prospectus by reference to Disney's Report on Form 8-K     
dated March 30, 1996 have been audited by Ernst  &  Young  LLP, independent     
auditors, as set forth in their report thereon included therein and             
incorporated  herein  by  reference.   Such  consolidated   financial           
statements  are incorporated herein by reference on the authority  of  such     
firm as experts in auditing and accounting.                                     

INDEMNIFICATION                                                                 

Section  145  of the General Corporation Law of the State of  Delaware
and  the Certificate of Incorporation and the By-Laws of Disney provide for     
indemnification of officers, directors and employees of Disney  in  certain     
circumstances for certain liabilities and expenses.                             

The directors and officers of Disney are covered by insurance policies
indemnifying   them   against   certain  liabilities,   including   certain     
liabilities  arising under the Securities Act, which might be  incurred  by     
them  in  such  capacities and against which they cannot be indemnified  by     
Disney.                                                                         

Insofar   as  indemnification  for  liabilities  arising   under   the
Securities  Act  may  be  permitted  to  directors,  officers  or   persons     
controlling  the  registrant  pursuant to  the  foregoing  provisions,  the     
registrant  has  been  informed  that  in  the  opinion  of  the  SEC  such     
indemnification is against public policy as expressed in the Securities Act     
and is therefore unenforceable.                                                 

THIS PROSPECTUS SHOULD BE RETAINED BY PARTICIPANTS IN THE PLAN FOR FUTURE     
REFERENCE.      

PART II     
= = = =     
INFORMATION NOT REQUIRED IN PROSPECTUS      

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                          

All amounts are estimated except for the SEC filing fee.                        

SEC filing fee                   $234,564                             
Accounting fees and expenses        5,000                             
Legal fees and expenses             5,000                             
Blue Sky fees and expenses          3,000                             
Printing costs                    170,000                             
Miscellaneous                       2,000                             

Total                       $419,564                        
 = = = = = =

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

The Registrant's By-Laws provide that each person who was or is made a
party  to,  or is involved in, any action, suit or proceeding by reason  of     
the fact that he or she was a director or officer of the Registrant (or was     
serving  at the request of the Registrant as a director, officer,  employee     
or  agent for another entity) will be indemnified and held harmless by  the     
Registrant,  to  the  full  extent  authorized  by  the  Delaware   General     
Corporation Law.                                                                

 Under  Section  145  of  the  Delaware  General  Corporation  Law,  a
corporation  may indemnify a director, officer, employee or  agent  of  the     
corporation against expenses (including attorneys' fees), judgments,  fines     
and  amounts paid in settlement actually and reasonably incurred by him  or     
her  if  he or she acted in good faith and in a manner he or she reasonably     
believed  to  be in or not opposed to the best interests of the corporation     
and,  with  respect to any criminal action or proceeding, had no reasonable     
cause to believe his or her conduct was unlawful.  In the case of an action     
brought  by or in the right of a corporation, the corporation may indemnify     
a  director, officer, employee or agent of the corporation against expenses     
(including attorneys' fees) actually and reasonably incurred by him or  her     
if  he  or  she  acted in good faith and in a manner he or  she  reasonably     
believed  to  be in the best interests of the corporation, except  that  no     
indemnification shall be made in respect of any claim, issue or  matter  as     
to  which  such  person  shall  have been adjudged  to  be  liable  to  the     
corporation unless a court finds that, in view of all the circumstances  of     
the  case,  such person is fairly and reasonably entitled to indemnity  for     
such expenses as the court shall deem proper.                                   

 The  Registrant's Certificate of Incorporation provides that  to  the
fullest  extent permitted by Delaware General Corporation Law as  the  same     
exists or may hereafter be amended, a director of the Registrant shall  not     
be  liable  to the Registrant or its shareholders for monetary damages  for     
breach  of  fiduciary duty as a director.  The Delaware General Corporation     
Law  permits  Delaware  corporations to include in  their  certificates  of     
incorporation  a provision eliminating or limiting director  liability  for     
monetary  damages arising from breaches of their fiduciary duty.  The  only     
limitations  imposed  under  the statute are that  the  provision  may  not     
eliminate  or  limit  a  director's  liability  (i)  for  breaches  of  the     
director's duty of loyalty to the corporation or its shareholders, (ii) for     
acts or omissions not in good faith or involving intentional misconduct  or     
known  violations  of law, (iii) for the payment of unlawful  dividends  or     
unlawful stock purchases or redemptions, or (iv) for transactions in  which     
the director received an improper personal benefit.                             

 The  Registrant is insured against liabilities which it may incur  by
reason if its indemnification of officers and directors in accordance  with     
its  By-Laws.   In  addition, directors and officers are  insured,  at  the     
Registrant's expense, against certain liabilities which might arise out  of     
their employment and are not subject to indemnification under the By-Laws.      

 The  foregoing summaries are necessarily subject to the complete text
of  the  statute,  Certificate  of Incorporation,  By-Laws  and  agreements     
referred to above and are qualified in their entirety by reference thereto.     

ITEM 16.  EXHIBITS.                                                             

                                                                [Download Table]


EXHIBIT                                                                   
NUMBER                        DESCRIPTION                                 
--------                      -----------                                 

                                                                          
5.1            Opinion of David K. Thompson, Esq., as to legality of      
               securities. (Previously filed)                             

8.1            Opinion of Dewey Ballantine as to certain tax matters.     
               (Previously filed)                                         

10.1           The Walt Disney Company Investment Plan.  Set forth in full
               in Prospectus included as Part I of this Registration      
               Statement.                                                 

23.1           Consent of Price Waterhouse LLP.  (Previously filed)       

23.2           Consent of Ernst & Young LLP.  (Previously filed)          

23.3           Consent of David K. Thompson, Esq. (included in Exhibit    
               5.1).                                                      

23.4           Consent of Dewey Ballantine (included in Exhibit 8.1).     

24             Power of Attorney (included on the signature page to this  
               Registration Statement).                                   

ITEM 17.  UNDERTAKINGS.                                                         

The undersigned Registrant hereby undertakes:                         

    (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:    

         (i)   to include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933, as amended (the "Securities Act");

          (ii)  to reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
              recent post-effective amendment thereof) which, individually
            or in the aggregate, represent a fundamental change in the
      information set forth in the Registration Statement;

        (iii) to include any material information with respect to the plan
              of distribution not previously disclosed in the Registration
             Statement or any material change to such information in the
Registration Statement;                       

     provided,  however,  that paragraphs (1)(i) and  (1)(ii)  do  not
     apply  if  the  information required to be included  in  a  post-
     effective amendment by those paragraphs is contained in  periodic
     reports  filed by the Registrant pursuant to Section 13 or  15(d)
     of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"),  that  are incorporated by reference in this  Registration
Statement.                                                  

(2)  That,  for  the  purpose of determining any liability  under  the
      Securities Act, each such post-effective amendment shall be deemed
         to be a new Registration Statement relating to the securities offered
      therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.        

 (3)  To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
termination of the offering.                                

 The  undersigned Registrant hereby undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933, each filing  of     
the  Registrant's Annual Report pursuant to Section 13(a) or Section  15(d)     
of  the Securities Exchange Act of 1934 (and, where applicable, each filing     
of  an  employee benefit plan's annual report pursuant to Section 15(d)  of     
the  Securities Exchange Act of 1934) that is incorporated by reference  in     
the  Registration  Statement  shall be deemed  to  be  a  new  registration     
statement  relating to the securities offered therein, and the offering  of     
such  securities at that time shall be deemed to be the initial  bona  fide     
offering thereof.                                                               

Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons     
of  the Registrant pursuant to the foregoing provisions, or otherwise,  the     
Registrant  has  been  advised that in the opinion of  the  Securities  and     
Exchange  Commission  such  indemnification is  against  public  policy  as     
expressed in the Act and is, therefore, unenforceable.  In the event that a     
claim  for indemnification against such liabilities (other than the payment     
by  the  Registrant of expenses incurred or paid by a director, officer  or     
controlling  person  of  the Registrant in the successful  defense  of  any     
action,  suit  or  proceeding) is asserted by  such  director,  officer  or     
controlling person in connection with the securities being registered,  the     
Registrant will, unless in the opinion of its counsel the matter  has  been     
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate     
jurisdiction  the question whether such indemnification by  it  is  against     
public  policy as expressed in the Act and will be governed  by  the  final     
adjudication of such issue.                                                     

SIGNATURES      

 Pursuant  to  the  requirements of the Securities Act  of  1933,  the
registrant  certifies that it has reasonable grounds  to  believe  that  it     
meets  all  of the requirements for filing on Form S-3 and has duly  caused     
this Amendment No. 1 to the Registration Statement to be signed on its          
behalf by the undersigned, thereunto  duly authorized in the City of Los        
Angeles, State of California, on September 17, 1997.                            

THE WALT DISNEY COMPANY       

By:  Richard D. Nanula*       
     -----------------------------
Richard D. Nanula   
           Senior Executive Vice President
       and Chief Financial Officer

 Pursuant  to  the requirements of the Securities Act  of  1933,  this
Registration  Statement has been signed below by the following  persons  in     
the capacities and on the dates indicated.                                      

                                                                [Download Table]


SIGNATURE                          TITLE                         DATE         

                                                                              
Michael D. Eisner*         Chairman of the Board and                          
-----------------------    Chief Executive Officer and      September 17, 1997
Michael D. Eisner          Director                                           

Richard D. Nanula*         Senior Executive Vice                              
-----------------------    President and Chief              September 17, 1997
Richard D. Nanula          Financial Officer (Chief                           
                           Accounting Officer)                                

Roy E. Disney*             Vice Chairman of the             September 17, 1997
-----------------------    Board and Director                                 
Roy E. Disney                                                                 

Reveta F. Bowers*          Director                         September 17, 1997
-----------------------                                                       
Reveta F. Bowers                                                              

Stanley P. Gold*           Director                         September 17, 1997
-----------------------                                                       
Stanley P. Gold                                                               

Sanford M. Litvack*        Senior Executive Vice            September 17, 1997
-----------------------    President and Chief                                
Sanford M. Litvack         of Corporate Operations and                        
                           Director                                           

Ignacio E. Lozano, Jr.*    Director                         September 17, 1997
-----------------------                                                       
Ignacio E. Lozano, Jr.                                                        

George J. Mitchell*        Director                         September 17, 1997
-----------------------                                                       
George J. Mitchell                                                            

Thomas S. Murphy*          Director                         September 17, 1997
-----------------------                                                       
Thomas S. Murphy                                                              

Richard A. Nunis*          Director                         September 17, 1997
-----------------------                                                       
Richard A. Nunis                                                              

Leo J. O'Donovan S.J.*     Director                         September 17, 1997
-----------------------                                                       
Leo J. O'Donovan S.J.                                                         

Sidney Poitier*            Director                         September 17, 1997
-----------------------                                                       
Sidney Poitier                                                                

Irwin E. Russell*          Director                         September 17, 1997
-----------------------                                                       
Irwin E. Russell                                                              

Robert A.M. Stern*         Director                         September 17, 1997
-----------------------                                                       
Robert A.M. Stern                                                             

E. Cardon Walker*          Director                         September 17, 1997
-----------------------                                                       
E. Cardon Walker                                                              

Raymond L. Watson*         Director                         September 17, 1997
-----------------------                                                       
Raymond L. Watson                                                             

Gary L. Wilson*            Director                         September 17, 1997
-----------------------                                                       
Gary L. Wilson                                                                

*By  /s/ David K. Thompson                                                    
   ------------------------                                                   
    David K. Thompson                                                         
    Attorney-In-Fact                                                          


INDEX TO EXHIBITS     

                                                                [Download Table]


EXHIBIT                                                                   
NUMBER                        DESCRIPTION                                 
-----------                   -----------                                 
                                                                          
5.1            Opinion of David K. Thompson, Esq. as to legality of       
               securities.  (Previously filed)                            

8.1            Opinion of Dewey Ballantine as to certain tax matters.     
               (Previously filed)                                         

10.1           The Walt Disney Company Investment Plan.  Set forth in full
               in Prospectus included as Part I of this Registration      
               Statement.                                                 

23.1           Consent of Price Waterhouse LLP.  (Previously filed)       

23.2           Consent of Ernst & Young LLP.  (Previously filed)          

23.3           Consent of David K. Thompson, Esq. (included in Exhibit    
               5.1).                                                      

23.4           Consent of Dewey Ballantine included in Exhibit 8.1).      

24             Power of Attorney (included on the signature page to this  
               Registration Statement).

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-3/A’ Filing	Date	Other Filings

	9/18/97
Filed on:	9/17/97
	8/21/97	8-K
	8/18/97
	6/30/97	10-K/A, 10-Q
	3/31/97	10-Q
	12/31/96	10-Q
	9/30/96	10-K/A, 10-K405
	3/30/96	8-K
	12/31/95	10-Q
	12/28/95	8-B12B
	12/31/94
		List all Filings

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Walt Disney Co – ‘S-3/A’ on 9/17/97

As of: Wednesday, 9/17/97 · Accession #: 1001039-97-39 · File #: 333-34167

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