SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of Earliest Event Reported):

                                November 7, 2002

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                             THE WALT DISNEY COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                    (STATE OF JURISDICTION OF INCORPORATION)

                1-11605                                95-4545390
        (COMMISSION FILE NUMBER)            (IRS EMPLOYER IDENTIFICATION NO.)

      500 South Buena Vista Street                        91521
          Burbank, California                          (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (818) 560-1000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 Not applicable
             (FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)





Item 5.  Other Events and Regulation FD Disclosure.

     Earnings Release. On November 7, 2002, the Registrant issued a press
release reporting financial results and earnings for the Registrant's 2002
fiscal year, which ended September 30, 2002. A copy of the press release is
filed herewith as Exhibit 99(a).

     Conference Call Presentations. Also on November 7, 2002, the Registrant
held a telephonic and Webcast conference call concerning the earnings release
during which presentations were made by Michael D. Eisner, Chairman of the Board
and Chief Executive Officer; Robert A. Iger, President and Chief Operating
Officer; and Thomas O. Staggs, Senior Executive Vice President and Chief
Financial Officer of the Registrant. A copy of the text of this presentation is
filed herewith as Exhibit 99(b).

     The Registrant believes that certain statements in the earnings release and
the presentation may constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
made on the basis of management's views and assumptions regarding future events
and business performance as of the time the statements are made. Actual results
may differ materially from those expressed or implied. Information concerning
factors that could cause actual results to differ materially from those in
forward-looking statements is contained from time to time in the Registrant's
filings with the U.S. Securities and Exchange Commission, including the
Registrant's annual report on Form 10-K for the year ended September 30, 2001.

Item 7.  Financial Statements and Exhibits.

(c)   Exhibits

      99(a) Press release of the Registrant dated November 7, 2002.

      99(b) Text of conference call presentations by executives of the
Registrant on November 7, 2002.




                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         THE WALT DISNEY COMPANY


                                         By:  /s/ DAVID K. THOMPSON
                                              David K. Thompson
                                              Senior Vice President
                                              Assistant General Counsel


Dated:   November 7, 2002