SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549


                                    __________

                                     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):

                                August 9, 2002

                                    __________


                             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, Burbank, California           91521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)


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


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


Item 9.      Regulation FD Disclosure.

     On August 9, 2002,  the  Registrant's  Chief  Executive  Officer and Chief
Financial  Officer  filed sworn  statements  with the  Securities  and  Exchange
Commission  with respect to the  Registrant's  reports filed with the Commission
since the filing of its Annual Report on Form 10-K for the year ended  September
30, 2001. Copies of the statements are furnished  herewith as exhibits 99(a) and
99(b), respectively.

Item 7.       Financial Statements and Exhibits.

(c)   Exhibits

      99(a) Statement Under Oath, dated August 9, 2002, of Michael D. Eisner,
            Chairman of the Board and Chief Executive Officer of the Registrant.
      99(b) Statement Under Oath, dated August 9, 2002, of Thomas O. Staggs,
            Senior Executive Vice President and Chief Financial Officer of the
            Registrant.

                                         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
                                               and Corporate Secretary

Dated:      August 9, 2002

<PAGE>



                                                                   EXHIBIT 99(a)

    Statement Under Oath of Principal Executive Officer Regarding Facts and
                 Circumstances Relating to Exchange Act Filings


I, Michael D. Eisner,  Chairman of the Board and Chief Executive  Officer of The
Walt Disney Company (the "Company"), state and attest that:

(1)  To the best of my knowledge,  based upon a review of the covered reports of
     the  Company,  and,  except as corrected  or  supplemented  in a subsequent
     covered report:

*    no covered  report  contained an untrue  statement of a material fact as of
     the end of the period covered by such report (or in the case of a report on
     Form  8-K or  definitive  proxy  materials,  as of the date on which it was
     filed); and

*    no covered  report  omitted to state a material fact  necessary to make the
     statements in the covered report, in light of the circumstances under which
     they were made,  not misleading as of the end of the period covered by such
     report  (or in the  case  of a  report  on  Form  8-K or  definitive  proxy
     materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this  statement  with the  Company's  Audit
     Committee.

(3)  In this statement under oath, each of the following,  if filed on or before
     the date of this statement, is a "covered report":

*    the Annual  Report on Form 10-K of the  Company  for the fiscal  year ended
     September 30, 2001, filed with the Commission on December 10, 2001;
*    all reports of Form 10-Q, all reports on Form 8-K and all definitive  proxy
     materials of the Company filed with the Commission subsequent to the filing
     of the Form 10-K identified above; and
*    any amendments to any of the foregoing.


/s/  Michael D. Eisner
     Michael D. Eisner
     August 9, 2002

Subscribed and sworn to before me this 9 day of August, 2002.
/s/ Diana M. De Leon
Notary Public
My Commission Expires: November 24, 2004

<PAGE>

                                                                  EXHIBIT 99(b)



    Statement Under Oath of Principal Financial Officer Regarding Facts and
                 Circumstances Relating to Exchange Act Filings

I, Thomas O. Staggs, Senior Executive Vice President and Chief Financial Officer
of The Walt Disney Company (the "Company"), state and attest that:

(1)  To the best of my knowledge,  based upon a review of the covered reports of
     Company,  and, except as corrected or supplemented in a subsequent  covered
     report:

*    no covered  report  contained an untrue  statement of a material fact as of
     the end of the period covered by such report (or in the case of a report on
     Form  8-K or  definitive  proxy  materials,  as of the date on which it was
     filed); and

*    no covered  report  omitted to state a material fact  necessary to make the
     statements in the covered report, in light of the circumstances under which
     they were made,  not misleading as of the end of the period covered by such
     report  (or in the  case  of a  report  on  Form  8-K or  definitive  proxy
     materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this  statement  with the  Company's  Audit
     Committee.

(3)  In this statement under oath, each of the following,  if filed on or before
     the date of this statement, is a "covered report":

*    the Annual  Report on Form 10-K of the  Company  for the fiscal  year ended
     September 30, 2001, filed with the Commission on December 10, 2001;
*    all reports of Form 10-Q, all reports on Form 8-K and all definitive  proxy
     materials of the Company filed with the Commission subsequent to the filing
     of the Form 10-K identified above; and
*    any amendments to any of the foregoing.


__/s/   Thomas O. Staggs
        Thomas O. Staggs
        August 9, 2002

Subscribed and sworn to before me this 9 day of August, 2002.
/s/ Diana M. De Leon
Notary Public
My Commission Expires: November 24, 2004
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{"company-data": {"conformed-name": "WALT DISNEY CO/", "cik": "0001001039", "assigned-sic": "7990", "irs-number": "954545390", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11605", "film-number": "02724607"}, "business-address": {"street1": "500 SOUTH BUENA VISTA ST", "city": "BURBANK", "state": "CA", "zip": "91521", "phone": "8185601000"}, "mail-address": {"street1": "500 SOUTH BUENA VISTA ST", "city": "BURBANK", "state": "CA", "zip": "91521"}, "former-company": {"former-conformed-name": "DC HOLDCO INC", "date-changed": "19950918"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                    __________

                                     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):

                                August 9, 2002

                                    __________

                             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, Burbank, California           91521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

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

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

Item 9.      Regulation FD Disclosure.

     On August 9, 2002,  the  Registrant's  Chief  Executive  Officer and Chief
Financial  Officer  filed sworn  statements  with the  Securities  and  Exchange
Commission  with respect to the  Registrant's  reports filed with the Commission
since the filing of its Annual Report on Form 10-K for the year ended  September
30, 2001. Copies of the statements are furnished  herewith as exhibits 99(a) and
99(b), respectively.

Item 7.       Financial Statements and Exhibits.

(c)   Exhibits

      99(a) Statement Under Oath, dated August 9, 2002, of Michael D. Eisner,
            Chairman of the Board and Chief Executive Officer of the Registrant.
      99(b) Statement Under Oath, dated August 9, 2002, of Thomas O. Staggs,
            Senior Executive Vice President and Chief Financial Officer of the
            Registrant.

                                         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
                                               and Corporate Secretary

Dated:      August 9, 2002
EXHIBIT 99(a)

    Statement Under Oath of Principal Executive Officer Regarding Facts and
                 Circumstances Relating to Exchange Act Filings

I, Michael D. Eisner,  Chairman of the Board and Chief Executive  Officer of The
Walt Disney Company (the "Company"), state and attest that:

(1)  To the best of my knowledge,  based upon a review of the covered reports of
     the  Company,  and,  except as corrected  or  supplemented  in a subsequent
     covered report:

*    no covered  report  contained an untrue  statement of a material fact as of
     the end of the period covered by such report (or in the case of a report on
     Form  8-K or  definitive  proxy  materials,  as of the date on which it was
     filed); and

*    no covered  report  omitted to state a material fact  necessary to make the
     statements in the covered report, in light of the circumstances under which
     they were made,  not misleading as of the end of the period covered by such
     report  (or in the  case  of a  report  on  Form  8-K or  definitive  proxy
     materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this  statement  with the  Company's  Audit
     Committee.

(3)  In this statement under oath, each of the following,  if filed on or before
     the date of this statement, is a "covered report":

*    the Annual  Report on Form 10-K of the  Company  for the fiscal  year ended
     September 30, 2001, filed with the Commission on December 10, 2001;
*    all reports of Form 10-Q, all reports on Form 8-K and all definitive  proxy
     materials of the Company filed with the Commission subsequent to the filing
     of the Form 10-K identified above; and
*    any amendments to any of the foregoing.

/s/  Michael D. Eisner
     Michael D. Eisner
     August 9, 2002

Subscribed and sworn to before me this 9 day of August, 2002.
/s/ Diana M. De Leon
Notary Public
My Commission Expires: November 24, 2004
EXHIBIT 99(b)

    Statement Under Oath of Principal Financial Officer Regarding Facts and
                 Circumstances Relating to Exchange Act Filings

I, Thomas O. Staggs, Senior Executive Vice President and Chief Financial Officer
of The Walt Disney Company (the "Company"), state and attest that:

(1)  To the best of my knowledge,  based upon a review of the covered reports of
     Company,  and, except as corrected or supplemented in a subsequent  covered
     report:

*    no covered  report  contained an untrue  statement of a material fact as of
     the end of the period covered by such report (or in the case of a report on
     Form  8-K or  definitive  proxy  materials,  as of the date on which it was
     filed); and

*    no covered  report  omitted to state a material fact  necessary to make the
     statements in the covered report, in light of the circumstances under which
     they were made,  not misleading as of the end of the period covered by such
     report  (or in the  case  of a  report  on  Form  8-K or  definitive  proxy
     materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this  statement  with the  Company's  Audit
     Committee.

(3)  In this statement under oath, each of the following,  if filed on or before
     the date of this statement, is a "covered report":

*    the Annual  Report on Form 10-K of the  Company  for the fiscal  year ended
     September 30, 2001, filed with the Commission on December 10, 2001;
*    all reports of Form 10-Q, all reports on Form 8-K and all definitive  proxy
     materials of the Company filed with the Commission subsequent to the filing
     of the Form 10-K identified above; and
*    any amendments to any of the foregoing.

__/s/   Thomas O. Staggs
        Thomas O. Staggs
        August 9, 2002

Subscribed and sworn to before me this 9 day of August, 2002.
/s/ Diana M. De Leon
Notary Public
My Commission Expires: November 24, 2004