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):  November 18, 1998
                                
                                
                     The Walt Disney Company
     (Exact name of registrant as specified in its charter)
                                
                                
                            Delaware
            (State or jurisdiction of incorporation)
                                
                                
        1-4083                                95-0684440
 (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)
                                
<PAGE>



Item 5.  Other Events.

     On  November 18, 1998, pursuant to an Agreement and Plan  of
Reorganization   dated   June  18,  1998   (the   "Reorganization
Agreement"),  among Infoseek Corporation, a Delaware  corporation
("Infoseek   Delaware"),  Infoseek  Corporation,   a   California
corporation  ("Infoseek  California"), Disney  Enterprises,  Inc.
("DEI"),  a  Delaware corporation and wholly owned subsidiary  of
The  Walt  Disney Company, a Delaware corporation  ("TWDC"),  and
Starwave   Corporation,  a  Washington   corporation   that   was
approximately  91%  owned by DEI ("Starwave"), Infoseek  Delaware
acquired Starwave by way of a merger (the "Merger").  As a result
of  the Merger, among other things, each share of Starwave common
stock was converted into the right to receive 0.264957 shares  of
Infoseek   Delaware   common  stock   (the   "Exchange   Ratio").
Immediately prior to the Merger, DEI was the holder of 88,550,088
shares  of  Starwave common stock.  Pursuant to  the  Merger  and
based  on  the Exchange Ratio, DEI received 23,461,965 shares  of
Infoseek  Delaware  common stock in exchange for  its  shares  of
Starwave common stock.

      In  addition, on November 18, 1998, pursuant  to  a  Common
Stock  and  Warrant Purchase Agreement dated June 18,  1998  (the
"Purchase  Agreement") between TWDC and Infoseek  Delaware,  TWDC
acquired  (i) 2,642,000 shares of Infoseek Delaware common  stock
and  (ii) a warrant (the "Warrant") to purchase 15,720,000 shares
of  Infoseek Delaware common stock, in exchange for an  aggregate
purchase  price  of (a) $70,013,000 in cash and (b)  a  five-year
promissory  note  of TWDC in favor of Infoseek  Delaware  in  the
principal amount of $139,000,000 bearing interest at the rate  of
6.5% per annum.  The Warrant vests and becomes exercisable as  to
one-third of the shares of Infoseek Delaware common stock subject
thereto upon each of the first, second and third anniversaries of
November   18,  1998,  subject  to  acceleration  under   certain
circumstances,  and  has an exercise price  per  share  generally
equal  to  120%  of the average closing sale prices  of  Infoseek
Delaware  common  stock  on the Nasdaq National  Market  for  the
thirty  trading  days prior to the time such  Warrant  vests  and
becomes  exercisable,  subject to a maximum  per  share  exercise
price of $50.00.

      In  connection  with  the foregoing transactions,  Infoseek
Delaware,  Infoseek  California, TWDC, DEI and  their  respective
affiliates  also  entered into various additional  contracts  and
agreements   pertaining  to,  among  other  things,  rights   and
restrictions  relating  to  TWDC's  and  DEI's  acquisition   and
disposition  of  Infoseek  Delaware  common  stock;  registration
rights  with  respect to the shares of Infoseek  Delaware  common
stock acquired by TWDC and DEI; governance rights and obligations
of TWDC, DEI and Infoseek Delaware relating to Infoseek Delaware;
licensing,   product  management  and  promotional   arrangements
relating  to  the  planned new  portal service  to  be  named  Go
(TM)  Network;  the  joint  venture  agreements  relating  to the
ESPN.com  and  ABCNEWS.com  internet  services;  and  advertising
sales representation agreements.

      A  copy  of  the  press  release dated  November  18,  1998
announcing  the  consummation of the  foregoing  transactions  is
attached hereto as Exhibit 99.1 and by this reference is  made  a
part hereof.


<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information
and Exhibits

(c) Exhibits.

     99.1 Press Release dated November 18, 1998


<PAGE>


                           SIGNATURES

      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


                              Date: November 24, 1998

<PAGE>


                          EXHIBIT INDEX
                          -------------


Number        Subject Matter
------        --------------

99.1          Press Release dated November 18, 1998.

<PAGE>
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6036}]
{"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": "98758417"}, "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):  November 18, 1998
                                
                                
                     The Walt Disney Company
     (Exact name of registrant as specified in its charter)
                                
                                
                            Delaware
            (State or jurisdiction of incorporation)
                                
                                
        1-4083                                95-0684440
 (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)
Item 5.  Other Events.

     On  November 18, 1998, pursuant to an Agreement and Plan  of
Reorganization   dated   June  18,  1998   (the   "Reorganization
Agreement"),  among Infoseek Corporation, a Delaware  corporation
("Infoseek   Delaware"),  Infoseek  Corporation,   a   California
corporation  ("Infoseek  California"), Disney  Enterprises,  Inc.
("DEI"),  a  Delaware corporation and wholly owned subsidiary  of
The  Walt  Disney Company, a Delaware corporation  ("TWDC"),  and
Starwave   Corporation,  a  Washington   corporation   that   was
approximately  91%  owned by DEI ("Starwave"), Infoseek  Delaware
acquired Starwave by way of a merger (the "Merger").  As a result
of  the Merger, among other things, each share of Starwave common
stock was converted into the right to receive 0.264957 shares  of
Infoseek   Delaware   common  stock   (the   "Exchange   Ratio").
Immediately prior to the Merger, DEI was the holder of 88,550,088
shares  of  Starwave common stock.  Pursuant to  the  Merger  and
based  on  the Exchange Ratio, DEI received 23,461,965 shares  of
Infoseek  Delaware  common stock in exchange for  its  shares  of
Starwave common stock.

      In  addition, on November 18, 1998, pursuant  to  a  Common
Stock  and  Warrant Purchase Agreement dated June 18,  1998  (the
"Purchase  Agreement") between TWDC and Infoseek  Delaware,  TWDC
acquired  (i) 2,642,000 shares of Infoseek Delaware common  stock
and  (ii) a warrant (the "Warrant") to purchase 15,720,000 shares
of  Infoseek Delaware common stock, in exchange for an  aggregate
purchase  price  of (a) $70,013,000 in cash and (b)  a  five-year
promissory  note  of TWDC in favor of Infoseek  Delaware  in  the
principal amount of $139,000,000 bearing interest at the rate  of
6.5% per annum.  The Warrant vests and becomes exercisable as  to
one-third of the shares of Infoseek Delaware common stock subject
thereto upon each of the first, second and third anniversaries of
November   18,  1998,  subject  to  acceleration  under   certain
circumstances,  and  has an exercise price  per  share  generally
equal  to  120%  of the average closing sale prices  of  Infoseek
Delaware  common  stock  on the Nasdaq National  Market  for  the
thirty  trading  days prior to the time such  Warrant  vests  and
becomes  exercisable,  subject to a maximum  per  share  exercise
price of $50.00.

      In  connection  with  the foregoing transactions,  Infoseek
Delaware,  Infoseek  California, TWDC, DEI and  their  respective
affiliates  also  entered into various additional  contracts  and
agreements   pertaining  to,  among  other  things,  rights   and
restrictions  relating  to  TWDC's  and  DEI's  acquisition   and
disposition  of  Infoseek  Delaware  common  stock;  registration
rights  with  respect to the shares of Infoseek  Delaware  common
stock acquired by TWDC and DEI; governance rights and obligations
of TWDC, DEI and Infoseek Delaware relating to Infoseek Delaware;
licensing,   product  management  and  promotional   arrangements
relating  to  the  planned new  portal service  to  be  named  Go
(TM)  Network;  the  joint  venture  agreements  relating  to the
ESPN.com  and  ABCNEWS.com  internet  services;  and  advertising
sales representation agreements.

      A  copy  of  the  press  release dated  November  18,  1998
announcing  the  consummation of the  foregoing  transactions  is
attached hereto as Exhibit 99.1 and by this reference is  made  a
part hereof.
Item 7.  Financial Statements, Pro Forma Financial Information
and Exhibits

(c) Exhibits.

     99.1 Press Release dated November 18, 1998
SIGNATURES

      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

                              Date: November 24, 1998
EXHIBIT INDEX
                          -------------

Number        Subject Matter
------        --------------

99.1          Press Release dated November 18, 1998.