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 Frank Wierenga 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 Frank Wierenga, 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 Mr. Wierenga 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 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 Rulc 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

WACHTELL, LIPTON, ROSEN & KATZ
U.S. Securities and Exchange Commission
October 15, 2004
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includes an explanation of why the Company believes that it may exclude the Proposal, (ii) the Proposal and (iii) a supporting opinion of the Company's Delaware counsel.

I.    The Proposal Presented by Mr. Wierenga

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 Board of Directors of The Walt Disney Company shall reserve at least one seat on the board for a descendant of Walter E. (Walt) Disney or Roy O. Disney (the Founders),

A descendant of a founder serving on the Board will have all the responsibilities, authority, privileges and rights as any other board member, to include full voting rights,

A descendant of a founder serving on the board will be classified as an outside director unless that individual is concurrently employed by the Company,

Nothing in this resolution will prohibit more than one descendant of a founder from serving on the board,

This provision will not be applicable unless a candidate is available and is willing to serve.

II. The Proposal May Be Excluded Because It Relates to Election of Directors

Rule 14a-8(i)(8) permits the Company to exclude the Proposal from its 2005 Proxy Materials if the Proposal "relates to an election for membership on the company's board of directors or analogous governing body." The Proposal mandates that at least one seat on the Company's board of directors (the "Board") be reserved for a descendant of Walter E. (Walt) Disney and Roy O. Disney (the "Founders"). In effect, the Proposal requires that a person possessing certain qualifications (a descendant of the Founders who is available and willing to serve) be elected to the Board. However, the Staff consistently has taken the position that proposals relating to the election of a board of directors are excludable pursuant to Rule 14a- 8(i)(8). See, e.g., NetCurrents, Inc. (May 18, 2001) (allowing exclusion of proposal mandating that three new outside directors be elected); Delhaize America, Inc. (March 9, 2000) (allowing exclusion of a proposal that would increase the board by three members); C-Phone Corp. (June 1, 1999) (allowing exclusion of shareholder proposals nominating someone other than a nominee of the Company as a director); Datron Systems Inc. (March 29, 1999) (allowing exclusion of request that shareholder's slate of nominees be included in the company's proxy); Interim Services Inc. (December 15, 1998) (allowing exclusion of shareholder proposal nominating

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U.S. Securities and Exchange Commission
October 15, 2004
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himself for an election to the company's board); Bull & Bear U.S. Government Securities Fund, Inc. (July 16, 1998) (allowing exclusion of shareholder proposal nominating a specific individual for election to the company's board of directors).

Accordingly, based on Rule 14a-8(i)(8), 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)(8).

III.  The Proposal May Be Excluded Because the Company Lacks the Power or Authority to Implement the Proposal

Rule 14a-8(i)(6) permits the Company to exclude the Proposal from its Proxy Materials if the Company lacks the power or authority to implement the Proposal. The Proposal mandates that at least one seat on the Board be reserved for a descendant of the Founders. The Proposal therefore would have the effect of imposing a qualification on at least one member of the Board by requiring that a hereditary requirement be satisfied in order to be eligible to serve. However, 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 a board of directors. See, e.g., I-many, Inc. (April 4, 2003) (permitting exclusion of proposal requiring that all members of the compensation committee be non-management directors and allowing a non- management shareholder observer); Farmer Bros. Co. (October 15, 2002) (permitting exclusion of proposal seeking to amend bylaws to create a procedure to have a majority of the board of directors be "independent"); Dendrite International, Inc. (March 20, 2002) (permitting exclusion of proposal requesting that company establish a Nominating Committee composed entirely of independent directors); Marriott International, Inc. (February 26, 2001) (permitting exclusion of proposal requesting that the board take the necessary steps to ensure that certain committees are composed of "independent" directors).

Pursuant to Section 211 of the Delaware General Corporation Law, the Company's shareholders elect the directors and ultimately determine the composition of the Board. It is beyond the Company's power and authority to require that the Board retain at least one director who possesses certain genetic qualifications. See Bank of America Corporation (February 24, 2004) ("[I]t does not appear to be within the board's power to ensure that an individual meeting the specified criteria would be elected as director. . . ."); AmSouth Bancorporation (February 24, 2004) (same); SouthTrust Corporation (January 16, 2004) (same).

Accordingly, based on 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, LIPTON, ROSEN & KATZ
U.S. Securities and Exchange Commission
October 15, 2004
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IV.   The Proposal May Be Excluded Because It Is so Vague and Indefinite as to Be Materially Misleading

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 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 omission of a proposal requesting that the board of directors create a specific type of fund as "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 penitted to exclude proposals pursuant to 14a-8(i)(3), it expressly reaffirmed 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 mandates that the Board "reserve at least one seat" for a descendant of the Founders. It is not clear how the shareholders voting on the Proposal or the Company would be able to determine with any reasonable certainty what actions or measures the Proposal requires. The Proposal does not specify whether the size of the Board should be increased to accommodate a new director, and if so by how many seats, or whether a current director should be replaced to make room for someone who meets the hereditary qualification. The Proposal does not indicate how the descendant to fill the seat (or seats) should be chosen among all who might be qualified and wish to serve. There are already numerous descendants of the Founders, and the number will likely grow over time. (In this regard, we note that there is no expiration date in the Proposal.) In addition, it is not clear how the Proposal should be implemented, whether through a resolution or through an amendment of the Company's bylaws (the "Bylaws")

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U.S. Securities and Exchange Commission
October 15, 2004
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and/or a restated certificate of incorporation (the "Charter").1/ Absent specification of these matters, the Company will not know how to implement the Proposal, and shareholders voting on the Proposal will not know what they are voting on.

The Staff recently has allowed exclusion of vague and indefinite proposals like this Proposal under Rule 14a-8(i)(3). See, e.g.,  The Boeing Corporation (February 10, 2004) (allowing exclusion under Rule 14a-8(i)(3) as vague and indefinite because the proposal failed to disclose to shareholders the definition of "independent director");2/ Woodward Governor Co. (November 26, 2003) (allowing exclusion of a proposal requesting "compensation" for the "executives in the upper management (that being plant managers to board members)" based on stock growth); General Electric Co. (February 5, 2003) (allowing exclusion of a proposal requesting board to seek shareholder approval "for all compensation for Senior Executives and Board members not to exceed more than 25 times the average wage of hourly working employees").

The Company respectfully submits that the Proposal is impermissibly vague and indefinite, and, based on 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.

1/ As more fully described in the opinion of the Company's Delaware counsel (attached as Annex B hereto), the Proposal is also subject to exclusion under Rule 14a-8(i)(1) because the Proposal, by mandating that the Board nominate particular persons, impermissibly encroaches on the general authority to manage the Company's business and affairs, including the discretion to nominate persons for election as directors, granted to the Board by Section 141(a) of the Delaware General Corporation Law. See Chapin v. Benwood Foundations, Inc, 402 A.2d 1205 (Del. Ch. 1979); see also Abercrombie v. Davies, 123 A.2d 893, 898 (Del. Ch. 1956) rev'd on other grounds, 130 A.2d 338 (Del. 1957); Quickturn Design Systems, Inc. v. Mentor Graphics Corporation, 721 A.2d 1281, 1291 (Del. 1998).

2/ Similarly, the Proposal is silent and therefore vague about what should happen if the only eligible descendants of the Founders willing to serve are (for reasons other than being employed by the Company) not "independent" and hence not "outside" directors, as mandated by the Proposal, providing yet another reason to exclude the Proposal under Rule 14a-8(i)(3). See The Boeing Corporation (February 10, 2004).

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U.S. Securities and Exchange Commission
October 15, 2004 Page 6

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