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 Sinsinawa Dominicans, Inc., et al., 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") sponsored by Sinsinawa Dominicans, Inc. (the "Sinsinawa Dominicans") and co- sponsored by Christus Health, the Dominican Sisters of Springfield Illinois, Catholic Healthcare West, As You Sow, Trinity Health, Congregation of Sisters of St. Agnes, Brethren Benefit Trust, Inc., the Catholic Equity Fund, and Bon Secours Health System, Inc. (together with the Sinsinawa Dominicans, the "Sponsors"), 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 Sponsors 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

WACHTELL, LIPTON, ROSEN & KATZ
U.S. Securities and Exchange Commission
October 15, 2004
Page 2

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 Sponsors

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:

RESOLVED, shareholders request the Board of Directors to report (at reasonable cost and omitting proprietary information) to shareholders on (i) the impact on adolescent health arising from their exposure to smoking in movies (or other Company programming) our Company has released or distributed and (ii) any plans to minimize such impacts in the future.

II. The Proposal May Be Excluded Because It Relates to the Company's Ordinary Business Operations

The Proposal directly concerns the content of certain of the Company's products. The production and distribution of motion pictures and television programs (including the distribution of motion pictures and television programs acquired from tird parties) constitutes one of the core lines of business of the Company and its subsidiaries. Through various film divisions, the Company and its subsidiaries produce, acquire and distribute motion pictures in the domestic and international theatrical and home video markets. Company subsidiaries are also engaged in the production and domestic and international distribution of television programming, as well as network and cable television operations. The Company's policies with respect to the selection, production, content and manner of distribution of these products constitute an essential element of the conduct of these businesses.

We believe the Company's conclusion that this Proposal may be omitted is consistent with the Staffs often-stated view that proposals relating to the content, sale, distribution or manner of presentation of particular products involve "ordinary business operations" within the meaning of Rule 14a-8(i)(7) and its predecessor, Rule 14a-8(c)(7). A few years ago, the Company was faced with a very similar proposal, calling for a report on the "ways tobacco is portrayed in the company's films and programs produced for television" and "what, if any, influence such [portrayals] have on youth attitudes and behaviors related to smoking." In The Walt Disney Company (November 10, 1997), the Staff agreed that the Company had basis to omit such proposal because it related to "the Company's ordinary business operations (i.e., the nature, presentation and content of programming and film production)." The Staff reiterated this view several months ago in Time Warner, Inc. (February 6, 2004). There, the Staff agreed that a proposal that a committee of directors be formed "to review data linking tobacco use by teens

WACHTELL, LIPTON, ROSEN & KATZ
U.S. Securities and Exchange Commission
October 15, 2004
Page 3

with tobacco use in [the registrant's] youth-rated movies" and to "make appropriate recommendations to the Board" regarding new corporate policies in this regard could be omitted as related to the registrant's "ordinary business operations (i.e., the nature, presentation and content of programming and film production)."1/

The Company believes that the present Proposal, in its call for (i) a report regarding the impact on adolescents of the Company's depiction of smoking in certain of its films and television programs and (ii) a report on relevant corporate plans to minimize such impact, is substantively identical to the recent Time Warner, Inc. proposal and, in any event, falls squarely within the above line of no-action letters and, as such, it is properly excludable under Rule 14a- 8(i)(7).

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).2/

III.    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

1/ The list of similar shareholder proposals that the Staff has agreed registrants had basis to omit because they involved "ordinary business operations" goes on. In Times Mirror Company (January 16, 1996), for example, the Staff agreed that the registrant could exclude a shareholder proposal calling upon it to "become proactive in [its] policy to stop youth from smoking" by, among other things, adopting certain policies with respect to cigarette advertising in the company's publications and dedicating revenues to a national anti-smoking advertising campaign. Similarly, in Time Warner, Inc. (January 18, 1996), the Staff agreed with the exclusion of a proposal calling on the registrant to implement elements of a government proposal regarding cigarette advertising, recognizing that the nature, presentation and content of advertising related to the conduct of the registrant's ordinary business operations The proposal in Gannett Co., Inc. (March 18, 1993) also related to the depiction of smoking and its potential influence on the public. In that case, the resolution called for (i) a report researching and evaluating "[clonsumer perceptions of cigarette advertisements placed on Gannett billboards and in Gannett newspapers," including, among other things, whether "children perceive models [advertising] popular brands to be under 25" or "identify with any cartoon characters" used in such ads and (ii) new policies the registrant could adopt in that regard. The Staff agreed that this proposal related to the "nature, presentation and content of news and advertising" and so could be omitted.

2/ The Proposal is also vague and indefinite and therefore excludable under Rule 14a-8(i)(3) because "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." Staff legal Bulletin 14B (September 15, 2004). See also Eastman Kodak Company (March 3, 2003); Alcoa Inc. (December 24, 2002); Bristol-Myers Squibb Co. (February 1, 1999). Specifically, it is unclear what "impacts" should be the focus of the report called for by the Proposal. In addition, does the Proposal seek a report on the impacts on the health of adolescents who smoke currently or of adults who smoked as adolescents, or a longitudinal study of adolescents who currently smoke? Another problem with the Proposal is that it is silent, and hence vague and excludable under Rule 14a-8(i)(3), about how to separate out the potential effects of the Company's programming from the effects of various other social and environmental factors, including movies and shows released or distributed by the Company's competitors.

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

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. Seyrnon, 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