Company Name: Walt Disney
Public Availability Date: October 15, 2004

WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, N.Y. 10019-6150
TELEPHONE: (212) 403-1000
FACSIMILE: (212) 403-2000

October 15, 2004

DELIVERED BY HAND

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

Re: Shareholder Proposal Submitted by Connecticut Retirement Plans & Trust Funds for Inclusion in the 2005 Proxy Statement of The Walt Disney Company.

Ladies and Gentlemen:

This letter is submitted on behalf of our client, The Walt Disney Company (the "Company"), which has received a shareholder proposal and supporting statement (the "Proposal") submitted by the Connecticut Retirement Plans & Trust Funds (the "Proponent"). which Proposal was submitted for inclusion in the proxy statement and form of proxy to be distributed to the Company's shareholders in connection with its 2005 annual meeting of shareholders (the "2005 Proxy Materials"). The Company hereby notifies the Securities and Exchange Commission (the "Commission") and the Proponent of the Company's intention to exclude the Proposal from its 2005 Proxy Materials for the reasons set forth below. The Company respectfully requests that the staff of the Division of Corporation Finance of the

WACHTELL, LIPTON, ROSEN & KATZ

U.S. Securities and Exchange Commission
October 15, 2004
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Commission (the "Staff') confirm that it will not recommend any enforcement action to the Commission if the Company excludes the Proposal from its 2005 Proxy Materials.

Pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), enclosed for filing with the Commission are six copies of (i) this letter, which includes an explanation of why the Company believes that it may exclude the Proposal and (ii) the Proposal.

I.    The Proposal Presented by the Proponent

A copy of the Proposal is attached as Annex A hereto. For your convenience, the text of the resolution contained in the Proposal is set forth below.

NOW THEREFORE BE IT RESOLVED: That the shareholders of the company urge the Board of Directors to amend the Corporate Governance Guidelines, and take what ever other actions are necessary to set as a company policy that the Chairman of the Board of Directors will always be an independent member of the Board of Directors, except in rare and explicitly spelled out, extraordinary circumstances.

II.   The Proposal May Be Excluded Because the Company Would Lack the Power and Authority to Implement the Proposal

Rule 14a-8(i)(6) provides that a company may omit a shareholder proposal "if the company would lack the power and authority to implement the proposal." The Staff has repeatedly concurred in the exclusion of substantially similar shareholder proposals to separate the roles of Chairman and Chief Executive Officer, and to require an independent Chairman of the Board. See, e.g., H.J. Heinz Company (June 14, 2004); SouthTrust Corporation (Jan. 16, 2004); Bank of America Corporation (Feb. 24, 2004); AmSouth Bancorporation (Feb. 24, 2004); Wachovia Corporation (Feb. 24, 2004). In each response, the Staff stated in particular that, "in our view, it does not appear to be within the board's power to ensure that an individual meeting the specified criteria would be elected as director and serve as chairman of the board." In addition, in Cintas Corporation (August 27, 2004), the Staff stated in particular that because "it does not appear to be within the power of the board of directors to ensure that its chairman retains his or her independence at all times and the proposal does not provide the board with an opportunity or mechanism to cure such a violation of the standard requested in the proposal, it appears that the proposal is beyond the power of the board to implement." The arguments accepted by the Staff in those letters are equally applicable to the instant Proposal.

In order to comply with the Proposal, the Company would be required to ensure that: (i) a sufficient number of independent directors are elected by the shareholders each year to appropriately fill the position of Chairman of the board of directors (the "Board") of the Company and the respective positions on the Board's Audit Committee, Governance and Nominating Committee and Compensation Committee, which are required by the New York Stock Exchange to be completely independent; (ii) that one of the "independent" directors would

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U.S. Securities and Exchange Commission
October 15, 2004
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be qualified and willing to serve as Chairman; and (iii) that the Chairman always remain "independent" except in rare and explicitly spelled out, extraordinary circumstances." The Company is a Delaware corporation and is subject to the Delaware General Corporation Law (the "DGCL"). Pursuant to Section 211 of the DGCL, the Company's directors are elected only by its shareholders. Although vacancies on the Board may be filled by the affirmative vote of a majority of the remaining directors, a person who is appointed as a director to fill a vacancy must stand for election after his/her initial term expires. Thus, ultimately, the Company's shareholders determine who serves as the Company's directors. It is not, therefore, within the Company's power to ensure that a sufficient number of independent directors would be elected to the Board to serve as Chairman as well as to serve on the various committees of the Board that are required to be staffed with "independent" directors (even assuming arguendo that the New York Stock Exchange definition of independence is the appropriate standard contemplated by the Proposal).

Indeed, even if a sufficient number of independent directors willing to serve on the Board were found, it does not necessarily follow that one of those directors would have the time, desire and qualifications to devote to such an important position as Chairman. Moreover, it is impossible for the Board to ensure that the Chairman "will always be an independent" director; a director that is appointed "independent" may lose such status subsequent to his/her appointment as Chairman.

We note that the Proposal includes an exception for "rare and explicitly spelled out, extraordinary circumstances," and the Proponent may intend that this exception be available for cases in which an independent director willing to serve as Chairman is not elected to the Board. This exception does not, however, cure the defect in the Proposal. First, as explained more fully below, the exception is inherently and fatally vague, and does not explicitly address the issue of impossibility. Second, there can be no assurance that the unavailability of an independent director willing to serve as Chairman will be "rare and extraordinary" or will arise in the circumstances "explicitly spelled out." Thus, even with the exception contemplated by the Proposal, the Proposal is beyond the power and authority of the Company to implement for the same reasons discussed in the numerous no-action letters cited above.

Further, in a long line of no-action letters, the Staff has permitted the exclusion under Rule 14a-8(i)(6) of proposals seeking to impose qualifications on members of the board. Such proposals, including the Proponent's Proposal, are excludable under long-standing Staff interpretations recognizing that it is beyond the corporation's power to ensure election of a particular person or type of person. See, e.g., -many, Inc. (April 4, 2003) (permitting exclusion of proposal requiring that all members of compensation committee be non-management directors).

Accordingly, based upon Rule 14a-8(i)(6), the Company intends to exclude the Proposal from the 2005 Proxy Materials. The Company respectfully requests the Staff to confirm that it will not recommend enforcement action if the Company omits the Proposal from the 2005 Proxy Materials pursuant to Rule 14a-8(i)(6).

WACHTELL, LPTON, ROSEN & KATZ
U.S. Securities and Exchange Commission
October 15, 2004
Page 4

III.  The Proposal May Be Excluded Because It Deals with the Company's Ordinary Business Operations

The Proposal is properly omitted under Rule 14a-8(i)(7), which states that a company may omit a shareholder proposal if it "deals with a matter relating to the company's ordinary business operations." The Staff's no-action letter in US. Air, Inc. (February 1, 1980) is directly on point. In U.S. Air, the shareholder proposal urged that the company "take the necessary steps" to ensure the separation of the position of chairman from the positions of chief executive officer and president. The Staff concurred in the company's view that the proposal could be excluded under Rule 14a-8(i)(7) because it dealt with "a matter relating to the conduct of the ordinary business operations of the Company. In the view of the Staff, the relevant statutory and by-law provisions appear to render the allocation of corporate offices and responsibilities among the Company's employees a matter of ordinary business operation." The instant Proposal, as requesting that the Board take the necessary steps to ensure the separation of the position of CEO from the position of Chairman of the Board, is directly equivalent to the proposal held excludable by the Staff in US. Air. See also United Industrial Corporation (December 7, 1977) (permitting exclusion of proposal requesting the separation of the positions of chairman and chief executive officer because such a proposal related to the ordinary business operations of the company); Reliance Group, Inc. (March 1, 1977) (same); see lso, ., General Motors Corporation (April 1, 1988) (permitting exclusion of proposal that sought the imposition of qualifications on the chairman, CEO, COO and president, that such positions be held by only one person and that no other officer positions be established "since it appears to deal with a matter relating to the conduct of the Company's ordinary business operations (i.e., determination of the appropriate number of Company officers and the qualifications of Company officers)").

Accordingly, based upon Rule 14a-8(i)(7), the Company intends to exclude the Proposal from the 2005 Proxy Materials. The Company respectfully requests the Staff to confirm that it will not recommend enforcement action if the Company omits the Proposal from the 2005 Proxy Materials pursuant to Rule 14a-8(i)(7).

IV.   The Proposal May Be Excluded Because It Is Contrary to the Commission's Proxy Rules

Rule 14a-8(i)(3) states that a shareholder proposal may be omitted if the proposal or its supporting statement is contrary to the proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials. The Staff has consistently taken the position that shareholder proposals that are vague and indefinite are excludable under Rule 14a-8(i)(3) as inherently misleading because neither the shareholders nor the company's board of directors would be able to determine, with any reasonable amount of certainty, what action or measures would be taken if the proposal were implemented. See, e.g., The Procter & Gamble Company (October 25, 2002) (permitting exclusion of proposal requesting that board create a specific fund as being "vague and indefinite" where the company argued that neither the shareholders nor the company would know how to implement the proposal). Indeed, while the Staff, in Staff Legal Bulletin 14B (September 15, 2004), clarified the circumstances in which companies will be permitted to exclude proposals pursuant to 14a-8(i)(3), it expressly reaffirmed

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U.S. Securities and Exchange Commission
October 15, 2004
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that vague and indefinite proposals may be subject to exclusion. According to Staff Legal Bulletin 14B:

There continue to be certain situations where we believe modification or exclusion may be consistent with our intended application of rule 14a- 8(i)(3). In those situations, it may be appropriate for a company to determine to exclude a statement in reliance on rule 14a-8(i)(3) and seek our concurrence with that determination. Specifically, reliance on rule 14a- 8(i)(3) to exclude or modify a statement may be appropriate where:

the resolution contained in the proposal is so inherently vague or indefinite that neither the stockholders voting on the proposal, nor the company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires - this objection also may be appropriate where the proposal and the supporting statement, when read together, have the same result.

The Proposal's extraordinarily vague statement that an exemption from the independence requirement would be available in "rare, and explicitly spelled out, extraordinary circumstances" is an obvious 14a-8(i)(3) deficiency. The Proposal does not specify who will determine whether the circumstances spelled out qualify as "rare, explicitly spelled out and extraordinary." If the Board were to follow the recommendation set out in the Proposal and included in the Company's Corporate Governance Guidelines conditions that it believed are "rare, explicitly spelled out and' extraordinary," there could be no assurance that the Proponent or other shareholders would not argue that the conditions are not really "rare," sufficiently "spelled out" or truly "extraordinary." The Board would thus be left with no way of determining how it should implement the Proposal, and shareholders voting for the Proposal would have no way of determining how the Proposal would be applied in practice if it were to be adopted.1/ In short, the Proposal is fatally vague and provides neither shareholders nor the Company with any objectively reasonable interpretation of the Proposal.

1/ In addition, the Proposal, if implemented, would leave the Company, including the Board and management, as well as the Company's shareholders, in the position of not knowing who would be eligible to serve as the Company's Chairman because the Proposal does not include a definition of "independent" director While the Proposal's Supporting Statement identified one relationship, namely, being Chief Executive Officer of the Company, that would disqualify an individual from serving as the "independent" Chairman, there are differing views on what other relationships a director may have that would result in that director not being deemed "independent-" 'The Proposal references no standard of corporate governance that would provide any indication as to the independence standards acceptable under the Proposal. For instance, should "independence" be based on the definition provided by the New York Stock Exchange? Delaware law? Should it be based on some other standard, such as the definition provided by the Council of Institutional Investors? The Proposal provides no indication as to how the Company or shareholders should determine how the boilerplate instruction that the Chairman always be "independent" is to be satisfied.

WACHTELL, LIPTON, ROSEN & KATZ
U.S. Securities and Exchange Commission
October 15, 2004
Page 6

Accordingly, based upon Rule 14a-8(i)(3), the Company intends to exclude the Proposal from the 2005 Proxy Materials. The Company respectfully requests the Staff to confirm that it will not recommend enforcement action if the Company omits the Proposal from the 2005 Proxy Materials pursuant to Rule 14a-8(i)(3).

V.    Conclusion

For the foregoing reasons, the Company respectfully requests that the Staff confirm that it would not recommend enforcement action if the Company omits the Proposal from its 2005 Proxy Materials. If you have any questions, or if the Staff is unable to concur with the Company's conclusions without additional information or discussions, the Company respectfully requests the opportunity to confer with members of the Staff prior to the issuance of any written response to this letter. Please do not hesitate to contact the undersigned, Pamela S. Seymon, at (212) 403-1205.

Please acknowledge receipt of this letter and its attachments by stamping the enclosed copy of the first page of this letter and returning it in the self-addressed stamped envelope provided for your convenience.

Very truly yours,

Pamela S. Seymon