Company Name: Walt Disney Co. (Burnside)
Public Availability Date: 11-10-1997

[INQUIRY LETTER 1]

WALT DISNEY COMPANY
500 SOUTH BUENA VISTA STREET
BURBANK, CA 91521-7320
TELEPHONE(818) 560-1841

September 30, 1997
1934 Act-Section 14(a)
Rule 14a-8(c)(3)
Rule 14a-8(c)(7)
Rule 14a-8(c)(7)

Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Omission of Stockholder Proposal

Ladies and Gentlemen:

On behalf of The Walt Disney Company, I am enclosing a proposal submitted by a stockholder for inclusion in the Company's proxy materials for its 1998 annual meeting of stockholders. For the reasons set forth below, the Company intends to omit the proposal from its proxy materials and requests, pursuant to Rule 14a-8(d) under the Securities Exchange Act, the Staff's advice that it will not recommend enforcement action to the Securities and Exchange Commission if the proposal is omitted.

The Company currently expects to file definitive proxy materials with the Commission on or about December 30, 1997, and to commence mailing shortly thereafter.

The proposal, submitted by Mr. William C. Burnside, requests the Board of Directors of the Company to "refrain from making any charitable contributions" on the ground that "the perception that the company is advocating homosexual causes through these contributions is not good business." A copy of the proposal and related correspondence is attached as Exhibit 1.

The Company believes that the proposal may be omitted from its proxy materials for the following reasons:

1. The proposal relates to the Company's ordinary business operations, and therefore may be omitted pursuant to Rule 14a-8(c)(7).

2. The proposal is misleading, in violation of Rule 14a-9, and may therefore be excluded pursuant to Rule 14a-8(c)(3).

3. The proposal relates to operations which account for less than 5 percent of the Company's assets, operating income and revenues, and may therefore be excluded pursuant to Rule 14a-8(c)(5).

The bases for the Company's conclusions are set forth below.

1. Rule 14a-8(c)(7): The Proposal Relates to the Company's Ordinary Business Operations

The proposed resolution "request[s] the Board of Directors to refrain from making any charitable contributions." The preamble to the resolution, together with the supporting statement, however, make clear that the proponent's real objection is to particular kinds of charitable contributions. Thus, the preamble asserts that "the company makes contributions to groups that engage in controversial activities." The supporting statement, more explicitly, targets "[g]ifts to groups advocating domestic partner health benefits and same sex marriages" and goes on to leave no doubt as to the proponent's specific objection:

"The perception that the company is advocating homosexual causes through these contributions is not good business. Let us return to the time when Walt Disney Company was synonymous with family entertainment and the idea of a family did not include adults who preferred to have sex with members of their own sex."

It is clear from the proposal as a whole that the proponent's real concern is with specific corporate activities that he views as promoting "homosexual causes," not with charitable contributions generally. That this issue is the object of the resolution is further evidenced by his communications with the Company leading up to the submission of his proposal (copies of which are attached at Exhibit 1). His initial letter, dated February 26, 1997, states,

"Simply, I am opposed to the homosexual exploits that Disney is intent on continuing. I wish to speak on having Bible studies on Disney instead of the many homosexual exploints [sic] you seem to be doing."

In a second letter dated March 1, 1997, he adds,

"Not only do I wish to speak [at the annual meeting], but to be on the PROXY material about replacing the homosexual agenda that seems a hall mark of Disney at this time with that of a Bible study and family values that WAS the hall mark of what WALT DISNEY himself represented."

In yet a third letter, dated March 14, 1997, Mr. Burnside confirms his intent to submit a proposal, stating that

"[t]he wording should be concise and clear to the meaning of what I wish to propose, and I do not believe anyone has proposed an abolishing of the 'PRO Homosexual or PRO Lesbian' emphasis that is put on so many Disney productions to date has anyone?"

Against this background, the Company believes that the proponent's clear and repeatedly stated objective is to target a particular type of charitable activity and accordingly that the proposal falls within the scope of the no-action letters issued by the Staff with respect to proposals that seek to prohibit charitable contributions by corporations to specific types of organizations. See, e.g., Colgate-Palmolive Company (February 10, 1997) (proposal to refrain from giving charitable contributions to organizations that perform abortion); Wells Fargo & Company (January 26, 1993) (proposal that the registrant rescind action supporting the United Way with regard to the admission of homosexuals).

The Company is aware that the Staff has on at least one occasion not taken a position with respect to the excludability of a proposal calling on a registrant to cease all charitable contributions. In American Express Company (January 22, 1997) the resolution closely resembled the present proposal in its preambular language, but the "resolved" clause contained two proposals: first, that the company refrain from making any charitable contributions, and, second, that money "normally allocated for [charitable] purposes could be distributed in a special 'charitable' dividend payable" to shareholders. The supporting statement by the proponent of that resolution also expressed a general philosophical opposition to charitable giving by corporations, arguing that "[c]haritable giving is most beneficial to society when it is done by individuals and not by corporate entities or the federal government. Shareholders entrust their money to [the registrant] to get a good return, not to see it given to someone else's favorite charity." The supporting statement does not single out one particular type of charitable giving for criticism, though it cites two types of contributions - "[g]ifts to the abortion-performing group, Planned Parenthood, or groups promoting same sex marriages" as actions that "can produce large amounts of bad will." The conclusion of the supporting statement is consistent with this general philosophical position, urging "Let's hear it for choice -- the choice of individual shareholders to decide where their money should be given."

The Company believes that the present proposal, unlike the one in American Express, is, both on its face and in its intent, concerned with the termination of a particular kind of charitable contribution, and this falls within the scope of the Colgate-Palmolive letter cited above, rather than the American Express letter. Accordingly, the Company believes that the proposal is excludable pursuant to Rule 14a-8(c)(7) because it relates to the Company's ordinary business operations.

2. Rule 14a-8(c)(3): The Resolution is False and Misleading

Rule 14a-8(c)(3) permits omission of a proposal and supporting statement if they are contrary to the Commission's rules and regulations, including Rule 14a-9, which prohibits false or misleading statements in proxy materials. The Company believes that Mr. Burnside's proposal is excludable because it is misleading and confusing to stockholders who would be asked to vote on it.

Its misleading character is evidenced by the proponent's correspondence described above, as well as the examples cited in the text of the supporting statement, which make clear that the generalized statement in the "resolved" clause relating to all charitable giving is inconsistent with the proponent's actual agenda. Stockholders who may share the proponent's specific concern, but who may not be philosophically opposed to all types of charitable giving, are liable to be misled by the proposal's inflammatory language into supporting a resolution that sweeps much more broadly. Conversely, stockholders who believe that corporations should not under any circumstances engage in charitable activities and who might therefore support the generalized resolution, will in effect be supporting a narrower agenda by voting for it.

The Company also believes the proposal is false and misleading in its preambular language and supporting statement to the extent that it suggests that charitable contributions by the Company have resulted in damage to the Company or its shareholders. Specifically, the resolution alleges that "support of [controversial] groups [through charitable contributions] has resulted in boycotts of the company's goods and services" and that there is a "perception that the company is advocating homosexual causes through these contributions." The Company is not aware of any boycott of the Company's goods or services arising out of its charitable contribution policies, nor does it have any evidence of a "perception" that the Company is "advocating homosexual causes" through charitable contributions.

Under these circumstances, the Company believes that stockholders would be misled by the proponent's unsupported and erroneous statements, and would not in any event have a clear or common understanding of the purposes or implications of their vote, and, accordingly, the proposal may be excluded pursuant to Rule 14a-8(c)(3), on the ground that it is contrary to Rule 14a-9, which prohibits false or misleading statements in proxy soliciting materials.

3. Rule 14a-8(c)(5): The Proposal Relates to Operations that Account for Less than Five Percent of the Company's Business

Rule 14a-8(c)(5) permits a registrant to omit a proposal that relates to "operations which account for less than 5 percent of the registrant's total assets at the end of its most recent fiscal year, and for less than 5 percent of its net earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related to the registrant's business." At the end of fiscal 1996, the Company's total assets were $37.3 billion, and its operating income and revenues for fiscal 1996 were $3.0 billion and $18.7 billion, respectively. Total charitable contributions for the same fiscal year were substantially less than 5 percent of $3.0 billion, the lowest of these three figures. While the Company believes that its charitable activities are in the best interests of the Company and its stockholders, it does not believe that these contributions are "significantly related" to its businesses as a diversified company engaged in a wide range of entertainment and consumer products activities.

Based upon the foregoing, the Company respectfully requests the advice of the Staff that it will not recommend enforcement action if the Company omits the Proposal from the proxy materials for its 1998 annual meeting.

Pursuant to Rule 14a-8(d), six additional copies of this letter and attachments are enclosed. A copy of this letter is concurrently being forwarded to the proponent.

If you have any questions, please contact the undersigned. Please also acknowledge receipt of this filing by stamping the extra enclosed copy and returning it to our messenger.

Very truly yours,

David K. Thompson

Enclosures

cc: Mr. William C. Burnside

[INQUIRY LETTER 2]

WILLIAM C. BURNSIDE
111 NORTH VERMILION STREET
DANVILLE, ILLINOIS 61832
TELEPHONE(217) 443-3310

August 29, 1997
Ms. Jennifer LaGrow
Manager of Shareholder Relations
Walt Disney Company
500 South Buena Vista Street
Burbank, CA 91521-7320

Dear Ms. LaGrow:

I have owned 16 shares of the Walt Disney Company for over one year and intend to present the following resolution at the next shareholder meeting.

Resolution
Whereas, corporate charitable contributions should serve to enhance shareholder value.
Whereas, the company makes contributions to groups that engage in controversial activities.
Whereas, support of these groups has resulted in consumer boycotts of the company's products and services. These boycotts have possibly negatively impacted sales, earnings, and ultimately shareholder value.
Therefore be it resolved that the Shareholders request the Board of Directors of the corporation to refrain from making any charitable contributions.

Supporting Statement
Charitable giving is most beneficial to society when it is done by individuals and not by corporate entities or the federal government. Shareholders entrust their money to the Walt Disney Corporation to get a good return, not to see it given to someone else's favorite charity. Gifts to groups advocating domestic partner health benefits and same sex marriages can produce large amounts of bad will toward the company. The perception that the company is advocating homosexual causes through these contributions is not good business. Let us return to the time when Walt Disney Company was synonymous with family entertainment and the idea of a family did not include adults who preferred to have sex with members of their own sex.

Sincerely,

William C. Burnside

Copy to: Securities and Exchange Commission
Attn; Document Central
450 Fifth St. N.W.
Washington, DC 20549

[INQUIRY LETTER 3]

WILLIAM C. BURNISDE
111 N. VERMILION ST.
DANVILLE, IL. 61832
TELEPHONE(217) 443-3310

October 07, 1997
Securities and Exchange Commission
Office of Chief Counsel
Division of Corporate Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: Disney Stockholder Proposal

Ladies and Gentlemen:

In response to the multi-page letter sent to you dated September 30, 1997 by David K. Thompson, Senior Vice President and Assistant General Counsel to The Walt Disney, I am in receipt of the copy sent to you.

Please explain why a shareholder can not have an appropriate shareholder resolution for the shareholders to consider?

Mr. Thompson in a separate letter, copy enclosed, indicates to me that the question asked about how much money was used in the many contributions given was not available; wherein, to you he states the amount is under the 5 percent of $3.0 billion, the lowest of these three figures. Who is to believe what statement?

Here is a copy of my certificate, which I intend to keep throughout the next year and perhaps into other years, and just simply do not understand all this lawyer mumbo-jumbo that is saying to you "KEEP THIS GUY OUT OF OUR PROXY MATERIAL AND OFF THE STAGE IN FRONT OF SHAREHOLDERS."

Does it really matter if this shareholder resolution is alike or different from either Colgate-Palmolive or that of American Express? I do not see where of either of those should be considered, but that I own, and have owned voting stock, and would like to see a resolution placed before the voting shareholders.

Mr. Thompson wants to make you think my resolution is false or is misleading, while he at the same time sends you information about what he thinks I really want. That part was most confusing to me. He states on page two, that ...and goes on to leave no doubt as to the proponent's specific objection. If that is the case, then why is he, Mr. Thompson, getting the idea confused in mind. I just ask you to consider this as a simple shareholder request for the stockholders to vote upon.

If you agree with Mr. Thompson about some of the 1934 Act-Section 14(a) Rule 14a-8(c)(3), Rule 14a-8(c)(5), and Rule 14a-8(c)(7), then please explain to me just why one should own voting stock, or ask for any type of shareholder resolution to be considered? How should I go about such a request if this one is wrong?

Sincerely,

William C. Burnside
A Walt Disney Company Shareholder

Enc. Copy of shareholder's certificate and letter from the Walt Disney Company

[INQUIRY LETTER 4]

THE WALT DISNEY COMPANY
500 SOUTH BUENA VISTA ST.
BURBANK, CALIFORNIA 91521-0609
TELEPHONE(818) 560-1841

September 30, 1997
Mr. William Burnside
111 North Vermilion Street
Danville, Illinois 61832

Dear Mr. Burnside:

Thank you for your affidavit dated September 10, 1997, with respect to your ownership of common stock of the Company. I am also in receipt of your letter dated September 11, 1997, which requested additional information relating to the booklet Sharing the Magic. In response to your questions, I am afraid the Company does not make publicly available any further financial information with respect to community activities and charitable contributions.

After a careful review of the proposal that you submitted to the Company under your letter dated August 29, 1997, the Company has concluded that its inclusion in the proxy materials for the 1998 annual meeting would not be appropriate. Accordingly, the Company is seeking the advice of the Staff of the Securities and Exchange Commission that the proposal may be excluded from the Company's proxy materials for the 1998 annual shareholders' meeting. I am enclosing for your information a copy of our letter to the Commission, pursuant to Rule 14a-8(d), which sets forth the grounds on which we believe the proposal may be excluded.

Although we do not believe that the proposal is an appropriate matter for shareholder action, I can assure you that we respect and appreciate your concerns, which have been communicated to the Company's senior management.

Very truly yours,

David K. Thompson

Enclosure

[INQUIRY LETTER 5]

WILLIAM C. BURNSIDE & COMPANY, INC.
111 N. VERMILION
P.O. BOX 507
DANVILLE, IL 61834-0507
TELEPHONE(217) 443-3310

February 26, 1997
Michael Eisner, CEO and Chairman
Walt Disney Company
500 South Buena Vista St.
Burbank, Ca. 91521

Dear Mr. Eisner:

As a stockholder, and a small broker/dealer, I just want you to know that I wish a place on the next shareholder's meeting agenda.

Simply, I am opposed to the homosexual exploits that Disney is intent on continuing. I wish to speak on having Bible studies on Disney instead of the many homosexual exploints you seem to be doing. Will you, or have the corporate secretary respond to me on this request as a shareholder?

Please check out my registration as a personal holding of the Disney stock in my own name. A copy of my certificate is also enclosed for this request. Since there is plenty of time to get me on the agenda for the next shareholder's meeting, I am sending this request at this time.

Looking forward in hearing from one of you.

Sincerely,

William C. Burnside
President

enc. personal copy of stock certificate showing me as a personal shareholder.

[INQUIRY LETTER 6]

WILLIAM C. BURNSIDE & COMPANY, INC.
111 N. VERMILION
P.O. BOX 507
DANVILLE, IL 61834-0507
TELEPHONE(217) 443-3310

March 01, 1997
Michael Eisner, CEO and
Chairman of the Board
Walt Disney Company
500 South Buena Vista St.
Burbank, Ca. 91521

Dear Mr. Eisner:

On Feb. 26, 1997, you were sent a letter by me on getting on your agenda for the next shareholder's meeting.

Now, more than ever, I desire that agenda spot to speak to other shareholders at the next annual shareholder's meeting. Not only do I wish to speak, but to be on the PROXY material about replacing the homosexual agenda that seems a hall mark of Disney at this time with that of a Bible study and family values that WAS the hall mark of what WALT DISNEY himself represented.

Since my last letter to you on Feb. 26, 1997, I am enclosing what I just read about, and it is shocking to say the least!

Just why do you think Disney must be in the vanguard of an assault on moral values?

Sincerely,

William C. Burnside
President and a
personal shareholder
of stock

enc.

Copy of this letter to: Mr. Donald Wildmon of American Family Association, AFA Journal, P. O. Box 2440 Tupelo, Mississippi 38803

[INQUIRY LETTER 7]

WILLIAM C. BURNSIDE & COMPANY, INC.
111 N. VERMILION
P.O. BOX 507
DANVILLE, IL 61834-0507
TELEPHONE(217) 443-3310

March 14, 1997
Jennifer LaGrow
Manager
Shareholder Services
Walt Disney Company
P.O. Box 11447
Burbank, Ca.91510-1447

RE: Place on the next Annual Shareholder's Proxy and Meeting

Dear Jennifer LaGrow:

Thank you for the quick return on your answer to my two letters and the SEC material enclosed.

I believe I meet all the SEC qualifications to be on your next Shareholders Meeting Agenda, and will be submitting a proposal in the near future.

The wording of the proposal should be concise and clear to the meaning of what I wish to propose, and I do not believe anyone has proposed an abolishing of the "PRO Homosexual or PRO Lesbian" emphasis that is put on so many Disney productions to date has anyone?

For your identification purposes, I believe you have my correct name among the shareholders as William C. Burnside, or this address as my mailing address, and that I own 16 shares of the Disney stock without intent of selling it prior to the next annual shareholder meeting. That the market value is currently in excess of $1,000.

Is there anything other than the SEC rules as were sent to me that would need to be met in order to get my proposal on the proxy, and my self in front of the shareholders.

Please excuse this typewriter as I am having all kinds of problems with it as you see. My old fashion way in this world and I am very old fashion perhaps to some gays, but Walt Disney will not be degraded as long as I am alive and can say anything about what is happening to his tradition of family values and morals.

Sincerely,

William C. Burnside
INDIVIDUAL SHAREHOLDER

[STAFF REPLY LETTER]

November 10, 1997

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE

Re: The Walt Disney Company (the "Company")
Incoming letter dated September 30, 1997

The proposal recommends that the Company refrain from making any charitable contributions.

There appears to be some basis for your view that the proposal may be excluded from the Company's proxy materials under rule 14a-8(c)(7) because it relates to the Company's ordinary business operations (i.e., charitable contributions directed to specific types of organizations). The staff notes in particular that the proposal appears directed at contributions to groups advocating domestic partner health benefits. Accordingly, the Division will not recommend enforcement action to the Commission if the Company relies on that rule for omitting the proposal from its proxy materials. It is unnecessary to address the alternative bases for omitting the proposal that the Company cites.

Sincerely,

Frank G. Zarb, Jr.
Special Counsel