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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402 DIVISION OF
CORPORATION FINANCE

November 9, 2004

Pamela S. Seymon
Wachtell, Liton, Rosen & Katz
51 West 52" Street
New York, NY 10019-6150

Re: The Walt Disney Company Incoming letter dated October 15, 2004

Dear Ms. Seymon:

This is in response to your letter dated October 15, 2004 concerning the shareholder proposal submitted to Disney by Matthew S. Perlman. We also have received letters from the proponent dated October 28, 2004 and November 2, 2004. Our response is attached to the enclosed photocopy of your correspondence. By doing this, we avoid having to recite or summarize the facts set fourth in the correspondence. Copies of all of the correspondence also will be provided to the proponent.

In connection with this matter, your attention is directed to the enclosure, which sets forth a brief discussion of the Division's informal procedures regarding shareholder proposals

Sincerely,

Jonathan A. Ingram
Deputy Chief Counsel

Enclosures

cc: Matthew S. Perlman
10517 Stable Lane
Potomac, MD 20854-3867

November 9, 2004

Response of the Office of Chief Counsel
Division of Corporation Finance

Re:   The Walt Disney Company
Incoming letter dated October 15, 2004

The proposal requests that the board eliminate "liberal bias" in Disney's news telecasts and political-content films by undertaking the actions specified in the proposal.

There appears to be some basis for your view that Disney may exclude the proposal under rule 4a-8(i)(7), as relating to Disney's ordinary business operations (i.e., the nature, presentation and content of programming and film production). Accordingly, we will not recommend enforcement action to the Commission if Disney excludes the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

Heather L. Maples
Special Counsel

WACHTELL, LPTON, 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 Matthew S. Perlman 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") from Matthew S. Perlman, 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. Perlman 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.

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

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 Mr. Perlman

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 request the Board of Directors to end liberal bias in its news telecasts and political-content films by undertaking the following:

1. Establishing a policy of eliminating liberal bias in its television news programming and its political-content films.

2. Establishing an Affirmation Action Program (no less vigorous than programs undertaken to eliminate racial bias) to hire conservatives in positions involving the content of television news programs and political- content films including executives, producers, writers, reporters, commentators, and anchors until full balance in the make up of the Company staff is achieved.

3. Establishing personnel policies requiring adverse actions against any employee who fails to comply with the policy for eliminating liberal bias, and requiring that contracts with employees make failure to comply with such policy grounds for termination for cause.

4. Hiring a recognized principled conservative to act as a ombudsman to review compliance with the policy of eliminating liberal bias in television news programs and political-content films. The ombudsman should be given responsibility to deal with such bias and, if not corrected, to report it to Board of Directors and the shareholders.

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

Rule 14a-8(i)(7) permits the Company to exclude a proposal from its proxy materials on the ground that it deals with matters relating to the conduct of the ordinary business operations of the Company ordinarily and properly carried out by the Company's management and staff. By calling on the Company to establish a policy of "eliminating liberal bias" in the Company's television news programming and its

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

"political-content films" and to appoint an ombudsman to oversee the same, Items 1 and 4 of the Proposal relate directly to the day-to-day conduct of the ordinary business operations of two of the Company's core businesses, news programming and filmmaking.

The Staff has repeatedly affirmed that shareholder proposals concerning the nature, content and presentation of products and programming by media companies are excludable under Rule 14a-8(i)(7) as matters relating to the conduct of the ordinary business operations of such companies. See, e.g., General Electric Company (January 10, 2002; reconsideration denied March 11, 2002) (concurring that a proposal requesting that the board develop, implement and audit a process by which news programs broadcasted by General Electric will be "fair and balanced to both conservatives and liberals" was excludable under Rule 14a-8(i)(7)); General Electric Company (February 4, 1992) (stating that a proposal requesting that the board take affirmative steps to eliminate the "liberal bias that pervades the news programming at NBC" is "directed to the contents of- news broadcasts, a matter relating to the conduct of the company's ordinary business operations"); American Broadcasting Companies, Inc. (February 28, 1984) (same); CBS, Inc. (January 27, 1984) (same); see also General Electric Company (January 27, 2000) (concurring that a proposal requesting more "family-friendly" programming was excludable under Rule 14a-8(i)(7)); General Electric Company (February 1, 1999) (concurring that a proposal to prohibit "unbiblical" programming on NBC was excludable as a matter relating to ordinary business operations).

The Staff has also recognized that editorial decisions regarding what programs to produce, air or distribute are routine matters in the ordinary course of a media company's business and part of the day to day operations of a media and news organization. See, e.g., Gannett Co. Inc. (January 21, 1997) (concurring with the omission of a proposal requesting Gannett to establish a policy prohibiting its newspapers from publishing anti- Catholic and anti-Semitic material and appoint an ecumenical group to oversee the same); CBS, Inc. (March 16, 1993) (concurring with the exclusion of a proposal requesting that "management review the serious criticisms" of CBS's news reporting); Time Warner Inc. (March 1, 1993) (affirming that "the nature, content, and distribution" of the registrant's music recordings relate to its ordinary business operations).

In addition, by calling on the Company to adopt specific hiring criteria and personnel policies and to include specific provisions in its contracts with employees (and in calling for the appointment of an ombudsman to oversee the same), Items 2, 3 and 4 of the Proposal also directly interfere with the day-to-day conduct of the ordinary business operations of the Company that fall squarely within the functions of its management and staff. As the Commission made clear in its Release No. 34-40018 (May 21, 1998), decisions regarding hiring and terms of employment are "fundamental to management's ability to run a company on a day-to-day basis." The Proposal is excludable since it attempts to "micro-manage" the Company by specifying not only particular hiring criteria

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

and personnel policies (including the hiring of a "recognized principled conservative to act as ombudsman"), but even the types of termination provisions that should be included in employment contracts.1/

In fact, the Staff has consistently sanctioned the exclusion of proposals dealing with workplace management, employee supervision, employee hiring and firing, personnel policies and conditions of employment, regardless of the industry of the registrant making the no-action request. As the Staff put it in United Technologies (February 19,  993), "[a]s a general rule, the Staff views proposals directed at the company's employment policies and practices with respect to its non-executive work force to be uniquely matters relating to the conduct of the company's ordinary business operations. Examples of the categories that have been deemed to be excludable on this basis are ... employee hiring and firing.. ." See also Exxon Corp. (December 31, 1996) (employment-related matters, in particular, proposal recommending amendment of the company's non-discrimination policy to include sexual orientation, relate to the conduct of ordinary business operations); AT&T Corporation (December 20, 1995) (proposal called for the company to rescind affirmative action programs for minority and female contractors); Health Management Assoc., Inc. (November 2, 1999) (selection of employees is a matter relating to the conduct of ordinary business operations); Atlantic Energy, Inc. (February 17, 1989) (same). Even if, arguendo, only certain Items of the Proposal related to the ordinary business operations of the Company, the entire Proposal should still be properly excluded pursuant to Rule 14a-8(i)(7). See, e.g., Associated Estates Realty Corporation (March 23, 2000) (proposal regarding both executive compensation and corporate dispositions); Wal-Mart Stores, Inc. (March 15, 1999) (proposal simultaneously seeking a report on labor practices and calling for wage adjustments).

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

1/ Exclusion of the Proposal on this basis is consistent with the Staffs repeated concurrence with media companies' exclusion of proposals that deal "with questions concerning the gathering and dissemination of news, as well as the assignment of personnel, which involve decisions relating to the conduct of [such companiese] day-to-day business operations." Turner Broadcasting System, Inc., April 17, 1991. The Staff has issued numerous other no-action letters stating that proposals regarding personnel decisions as a way of addressing the nature or content of media products and programming are excludable under Rule 14a-8(i)(7) (or former Rule 14a-8(c)(7)). See, e.g., Turner Broadcasting System, Inc. (April 17, 1991) (proposal dealing with questions regarding gathering and dissemination of news, as well as assignment of personnel) and RCA Corp. (January 21, 1980) (proposal requesting the hiring and training of specialists with specific qualifications to improve quality of broadcasting).

WACHTELL, LIPTON, ROSEN & KATZ
U.S. Securities and Exchange Commission
October 15, 2004
 Page 5

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 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.

2/ Although the Company believes that Rule 14a-8(i)(7) offers a clear basis for exclusion, we briefly note that the Proposal is also impermissibly vague, as neither the shareholders nor the Company can determine, with any reasonable certainty, what actions or measures have to be taken in order to implement the Proposal (What constitutes a "policy of eliminating liberal bias"? Who qualifies as a "recognized principled conservative"?), and is therefore excludable under Rule 14a-8(i)(3). See, e.g., The Boeing Corporation (February 10, 2004); The Procter & Gamble Company (October 25, 2002); Puget Energy, Inc. (March 7, 2002); Alcoa Inc. (December 24, 2002); Ann Taylor Stores Corp. (March 13, 2001) (same); and Bristol-Myers Squibb Co. (February 1, 1999). In addition, Rule 14a-8(i)(6) is also a basis for exclusion both with respect to Item 3 of the Proposal, given that the Company would be required to breach certain of its existing contracts with employees to make failure to comply with a policy of "eliminating media bias" a ground for termination for cause, see, , Selective Insurance Group, Inc. (March 24, 2003); Gillette Co. (March 10, 2003); The Goldfield Corporation (March 28, 2001 ); AT&T Corp, (April 10, 2002), as well as with respect to Item 4 of the Proposal, given that it is not within the Company's power to ensure that one or more individuals meeting the Proposal's specifications of being a "recognized principled conservative" would be both qualified and willing to serve as an ombudsman.

WACHTELL, LIPTON, ROSEN & KATZ
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

DIVISION OF CORPORATION FINANCE
INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS

The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staff considers the information furnished to it by the Company in support of its intention to exclude the proposals from the Company's proxy materials, as well as any information furnished by the proponent or the proponent's representative.

Although Rule 14a-8(k) does not require any communications from shareholders to the Commission's staff, the staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff's informal procedures and proxy review into a formal or adversary procedure.

It is important to note that the staff's and Commission's no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no- action letters do not and cannot adjudicate the merits of a company's position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly a discretionary determination not to recommend or take Commission enforcement action, does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the management omit the proposal from the company's proxy material.