<Page>

    As filed with the Securities and Exchange Commission on December 6, 2001

                                                Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                             THE WALT DISNEY COMPANY
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                  <C>                                            <C>
DELAWARE                             500 South Buena Vista Street                   95-4545390
(State or other jurisdiction         Burbank, California 91521-9722                 (I.R.S. Employer
of incorporation or                  (Address of Principal Executive Offices)       Identification No.)
organization)

     The Walt Disney Company Amended and Restated 1995 Stock Incentive Plan
 Infoseek Corporation Amended and Restated 1996 Stock Option/Stock Issuance Plan
 Infoseek Corporation 1998 Employee and Acquisition Nonqualified Stock Option Plan
 Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock Option Plan
            Starwave Corporation 1997 Nonqualified Stock Option Plan
            Amended and Restated Quando, Inc. 1994 Stock Option Plan
    Amended and Restated Webchat Communications, Inc. 1996 Stock Option Plan
</Table>

                            (Full Title of the Plans)

                             David K. Thompson, Esq.
                Senior Vice President--Assistant General Counsel
                          500 South Buena Vista Street
                            Burbank, California 91521
                                 (818) 560-1000
                     (Name and address of agent for service)

                                    copy to:

                             Morton A. Pierce, Esq.
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                            New York, New York 10019
                                 (212) 259-8000

                         ------------------------------





                                Page 1 of 9 Pages
<Page>


                         CALCULATION OF REGISTRATION FEE

<Table>
<S>                       <C>                   <C>                   <C>                   <C>
------------------------  --------------------  --------------------  --------------------  -------------------
Title of securities to    Amount to be          Proposed maximum      Proposed maximum      Amount of
be registered             registered (1)        offering price per    aggregate offering    registration fee
                                                share                 price                 (2)
------------------------  --------------------  --------------------  --------------------  -------------------
Disney Common Stock,
par value $0.01
per share                 100,000,000 shares          $19.83            $1,983,000,000      $473,937
------------------------  --------------------  --------------------  --------------------  -------------------
Disney Common Stock,
par value $0.01
per share                 5,283,369 shares(3)         $19.83            $  104,769,207      $25,040
------------------------  --------------------  --------------------  --------------------  -------------------
Disney Common Stock,
par value $0.01 per
share                     584,926 shares (4)          $19.83            $   11,599,083      $ 2,772
------------------------  --------------------  --------------------  --------------------  -------------------
Total                     105,868,295 shares                                                $182,112 (5)
------------------------  --------------------  --------------------  --------------------  -------------------
</Table>

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall be deemed to cover an
indeterminable number of additional shares that may become issuable pursuant to
the anti-dilution provisions of the plans listed above.
(2) Estimated for the sole purpose of computing the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
offering price per unit is calculated as the average of the high and low prices,
reported by the New York Stock Exchange, Inc., of the Disney Common Stock of the
Registrant on December 4, 2001.
(3) Represents 27,300,000 unissued shares of go.com Common Stock of the
Registrant, par value $0.01 per share ("go.com Common Stock"), that (i) were
initially registered on the Form S-8 Registration Statement of the Registrant
(File No. 333-91571) on November 23, 1999 (the "333-91571 Registration
Statement"), (ii) were issuable upon exercise of options to purchase shares of
go.com Common Stock pursuant to the Registrant's Amended and Restated 1995 Stock
Incentive Plan (the "1995 Plan") and (iii) following conversion of each share of
go.com Common Stock into 0.19353 shares of Disney Common Stock on March 20,
2001, upon exercise of such options will result in the issuance of up to
5,283,369 shares of Disney Common Stock of the Registrant, in accordance with
the terms of the Registrant's Amended and Restated Certificate of Incorporation
and the 1995 Plan.
(4) Represents 3,022,404 unissued shares of go.com Common Stock that (i) were
initially registered on the Form S-8 Registration Statement of the Registrant on
November 23, 1999, which was filed as a post-effective amendment to the
Registrant's Form S-4 Registration Statement filed on September 30, 1999 (each
such Registration Statement has File No. 333-88105) (the "333-88105 Registration
Statement"), (ii) were issuable upon exercise of options to purchase shares of
go.com Common Stock pursuant to the Infoseek Corporation Amended and Restated
1996 Stock Option/Stock Issuance Plan, the Infoseek Corporation 1998 Employee
and Acquisition Nonqualified Stock Option Plan, the Starwave Corporation Revised
1992 Combined Incentive and Nonqualified Stock Option Plan, the Starwave
Corporation 1997 Nonqualified Stock Option Plan, the Amended and Restated
Quando, Inc. 1994 Stock Option Plan and the Amended and Restated Webchat
Communications, Inc. 1996 Stock Option Plan (the "Infoseek Plans") and (iii)
following conversion of each share of go.com Common Stock into 0.19353 shares of
Disney Common Stock on March 20, 2001, upon the exercise of such options will
result in the issuance of up to 584,926 shares of Disney Common Stock of the
Registrant, in accordance with the terms of the Registrant's Amended and
Restated Certificate of Incorporation and the Infoseek Plans.
(5) Reflects an offset as permitted by Rule 457(p) of the Securities Act of (i)
$251,636.04 for unissued shares of go.com Common Stock previously paid in
connection with the filing of the 333-91571 Registration Statement and (ii)
$68,001 for unissued shares of go.com Common Stock previously paid in connection
with the filing of the 333-88105 Registration Statement.



                               Page 2 of 9 Pages
<Page>




                             INTRODUCTORY STATEMENT

The Registrant previously filed a Registration Statement on Form S-8 with the
Securities and Exchange Commission (the "Commission") on January 17, 1996 (SEC
File No. 333-00253) in connection with The Walt Disney Company Amended and
Restated 1995 Stock Incentive Plan (the "1995 Plan"). This Registration
Statement registers an additional 100,000,000 shares of the Registrant's Disney
Common Stock to be issued pursuant to the 1995 Plan. This Registration Statement
also reflects the conversion of each share of go.com Common Stock into 0.19353
shares of Disney Common Stock in accordance with the terms of the Registrant's
Amended and Restated Certificate of Incorporation and registers the shares of
Disney Common Stock issuable upon the exercise of options to purchases go.com
Common Stock pursuant to the 1995 Plan, the Infoseek Corporation Amended and
Restated 1996 Stock Option/Stock Issuance Plan, the Infoseek Corporation 1998
Employee and Acquisition Nonqualified Stock Option Plan, the Starwave
Corporation Revised 1992 Combined Incentive and Nonqualified Stock Option Plan,
the Starwave Corporation 1997 Nonqualified Stock Option Plan, the Amended and
Restated Quando, Inc. 1994 Stock Option Plan and the Amended and Restated
Webchat Communications, Inc. 1996 Stock Option Plan (collectively, the "Plans").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:

         (a) Registrant's Annual Report on Form 10-K filed on December 20, 2000
and Amended Annual Report on Form 10-K/A filed June 28, 2001 for the fiscal year
ended September 30, 2000;

         (b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 2000, March 31, 2001 and June 30, 2001;

         (c) Registrant's Current Reports on Form 8-K filed on November 9, 2001,
October 30, 2001, October 25, 2001, October 16, 2001, October 4, 2001, September
24, 2001, September 24, 2001, September 21, 2001, September 19, 2001, July 30,
2001, April 23, 2001, January 30, 2001 and November 9, 2000 and Amended Current
Report on Form 8-K/A filed on October 12, 2001; and

         (d) the description of Disney Common Stock contained in Registrant's
Registration Statement on Form 8-A, filed November 17, 1999.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL


                                Page 3 of 9 Pages
<Page>

         The validity of the Disney Common Stock that may be issued by the
Registrant pursuant to the Plans will be passed upon for the Registrant by David
K. Thompson, Senior Vice President and Assistant General Counsel for the
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's Amended and Restated Certificate of Incorporation and
Bylaws provide that the Registrant shall indemnify to the full extent authorized
or permitted by law (as now or hereafter in effect) any person made, or
threatened to be made, a defendant or witness to any action, suit or proceeding
(whether civil or criminal or otherwise) by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Registrant or by
reason of the fact that such director or officer, at the request of the
Registrant, is or was serving any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in any capacity.

         Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation (or a person who is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In the case of an action brought by or in the
right of a corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation (or a person who is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) against
expenses (including attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

         The Registrant's Amended and Restated Certificate of Incorporation and
Bylaws further provide that (i) Registrant may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
Registrant or is serving at the request of Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not Registrant would have the power to indemnify him against
such liability under the provisions of law, and (ii) Registrant may create a
trust fund, grant a security interest and/or use other means (including, without
limitation, letters of credit, surety bonds and/or similar arrangements), as
well as enter into contracts providing for indemnification to the full extent
authorized or permitted by law and including as part thereof provisions with
respect to any and all of the foregoing to ensure the payment of such amounts as
may become necessary to effect indemnification as provided therein, or
elsewhere.

         Registrant maintains an officer's and director's liability insurance
policy insuring its officers and directors against certain liabilities and
expenses incurred by them in their capacities as such, and insuring Registrant
under certain circumstances, in the event that indemnification payments are made
to such officers and directors.

         Registrant has also entered into indemnification agreements (the
"Indemnification Agreements") with certain of its directors and officers
(individually, the "Indemnitee"). The Indemnification Agreements, among other
things, provide for indemnification to the fullest extent permitted by law
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement of any claim. The Indemnification Agreements provide for the prompt
advancement of all expenses to the Indemnitee and for reimbursement to
Registrant if it is found that such Indemnitee is not entitled to such
indemnification under applicable law. The Indemnification Agreements also
provide that after a Change in Control (as defined in the Indemnification


                                Page 4 of 9 Pages
<Page>

Agreements) of Registrant which is not approved by the Board of Directors of
Registrant, all determinations regarding a right to indemnity and the right to
advancement of expenses shall be made by independent legal counsel selected by
the Indemnitee and approved by the Board of Directors. In addition, in the event
of a Potential Change In Control (as defined in the Indemnification Agreements),
the Indemnitee may require Registrant to establish a trust for his or her
benefit and to fund such trust in amounts reasonably anticipated or proposed to
be paid to satisfy Registrant's indemnification obligations under the
Indemnification Agreements.

         The foregoing summaries are necessarily subject to the complete text of
the statute, the Registrant's Amended and Restated Certificate of Incorporation
and Bylaws, and the arrangements referred to above and are qualified in their
entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See Index to Exhibits.

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is


                                Page 5 of 9 Pages
<Page>

incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





                                Page 6 of 9 Pages
<Page>



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burbank, State of California, on the 6th day of
December, 2001.


                                            THE WALT DISNEY COMPANY


                                            BY: /s/ David K. Thompson
                                               ------------------------------
                                                    David K. Thompson
                                                    Senior Vice President -
                                                    Assistant General Counsel

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints Robert A.
Iger, Thomas O. Staggs, Christine M. McCarthy and David K. Thompson, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him or her and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<Table>
<Caption>

                 Signature                    Title                                   Date
                 ---------                    -----                                   ----
<S>                                           <C>                                     <C>


          /s/ Michael D. Eisner               Chairman of the Board and Chief         November 27, 2001
  ----------------------------------------    Executive Officer (Principal
             Michael D. Eisner                Executive Officer)


            /s/ Roy E. Disney                 Vice Chairman of the Board              November 27, 2001
  ----------------------------------------
               Roy E. Disney

           /s/ Robert A. Iger                 President, Chief Operating Officer      November 27, 2001
 -----------------------------------------    and Director
               Robert A. Iger


          /s/ Thomas O. Staggs                Senior Executive Vice President and     November 27, 2001
  ---------------------------------------     Chief Financial Officer (Principal
              Thomas O. Staggs                Financial and Accounting Officer)
</Table>


                                Page 7 of 9 Pages
<Page>

<Table>
<S>                                           <C>                                     <C>


           /s/ Reveta F. Bowers               Director                                November 27, 2001
  ----------------------------------------
              Reveta F. Bowers


           /s/ John E. Bryson                 Director                                November 27, 2001
 -----------------------------------------
               John E. Bryson


          /s/ Judith L. Estrin                Director                                November 27, 2001
-------------------------------------------
              Judith L. Estrin


           /s/ Stanley P. Gold                Director                                November 27, 2001
 ------------------------------------------
              Stanley P. Gold


          /s/ Monica C. Lozano                Director                                November 27, 2001
  ---------------------------------------
              Monica C. Lozano


          /s/ George J. Mitchell              Director                                November 27, 2001
 ------------------------------------------
             George J. Mitchell


          /s/ Thomas S. Murphy                Director                                November 27, 2001
  ---------------------------------------
              Thomas S. Murphy


       /s/ Leo J. O'Donovan, S.J.             Director                                November 27, 2001
 -----------------------------------------
           Leo J. O'Donovan, S.J.


            /s/ Sidney Poitier                Director                                November 27, 2001
 ------------------------------------------
               Sidney Poitier


          /s/ Robert A.M. Stern               Director                                November 27, 2001
   --------------------------------------
            Robert A.M. Stern


        /s/ Andrea L. Van De Kamp             Director                                November 27, 2001
   --------------------------------------
           Andrea L. Van de Kamp


          /s/ Raymond L. Watson               Director                                November 27, 2001
   --------------------------------------
             Raymond L. Watson


            /s/ Gary L. Wilson                Director                                November 27, 2001
  ----------------------------------------
               Gary L. Wilson
</Table>



                                Page 8 of 9 Pages
<Page>




                                INDEX TO EXHIBITS

NUMBER

4.1               Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Annex C of the Joint
                  Proxy Statement/Prospectus included in the Registrant's
                  Registration Statement on Form S-4 (No. 333-88105) filed with
                  the Commission on September 30, 1999).

4.2               Bylaws of the Registrant (incorporated by reference to Exhibit
                  3 of the Registrant's Form 10-Q for the quarter ended March
                  31, 2000).

4.3               The Walt Disney Company Amended and Restated 1995 Stock
                  Incentive Plan and Rules.*

4.4               Infoseek Corporation Amended and Restated 1996 Stock
                  Option/Stock Issuance Plan (incorporated by reference to
                  Infoseek's Form S-8 (File No. 333-67519) declared effective
                  November 18, 1998).

4.5               Infoseek Corporation 1998 Employee and Acquisition
                  Nonqualified Stock Option Plan (incorporated by reference to
                  Infoseek's Annual Report on Form 10-K405 for the fiscal year
                  ended October 3, 1998).

4.6               Starwave Corporation Revised 1992 Combined Incentive and
                  Nonqualified Stock Option Plan (incorporated by reference to
                  Infoseek's Form S-8 (File No. 333-67507) declared effective
                  November 18, 1998).

4.7               Starwave Corporation 1997 Nonqualified Stock Option Plan
                  (incorporated by reference to Infoseek's Form S-8 (File No.
                  333-67507) declared effective November 18, 1998).

4.8               Amended and Restated Quando, Inc. 1994 Stock Option Plan
                  (incorporated by reference to Infoseek's Form S-8 (File No.
                  333-70939) declared effective January 21, 1999).

4.9               Amended and Restated Webchat Communications, Inc. 1996 Stock
                  Option Plan (incorporated by reference to Infoseek's Form S-8
                  (File No. 333-67519) declared effective November 18, 1998).

5.1               Opinion of David K. Thompson, Esq. as to legality of the
                  securities.*

23.1              Consent of PricewaterhouseCoopers LLP.*

23.2              Consent of David K. Thompson. Esq. (included in opinion filed
                  as Exhibit 5.1).

24                Power of Attorney (included on the signature page).

---------------
* Filed herewith.




                                Page 9 of 9 Pages
[{"type": "S-8", "sequence": "1", "filename": "a2065154zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 29973}]
{"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": "S-8", "act": "33", "file-number": "333-74624", "film-number": "1807434"}, "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"}}
As filed with the Securities and Exchange Commission on December 6, 2001

                                                Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                             THE WALT DISNEY COMPANY
             (Exact name of registrant as specified in its charter)
DELAWARE                             500 South Buena Vista Street                   95-4545390
(State or other jurisdiction         Burbank, California 91521-9722                 (I.R.S. Employer
of incorporation or                  (Address of Principal Executive Offices)       Identification No.)
organization)

     The Walt Disney Company Amended and Restated 1995 Stock Incentive Plan
 Infoseek Corporation Amended and Restated 1996 Stock Option/Stock Issuance Plan
 Infoseek Corporation 1998 Employee and Acquisition Nonqualified Stock Option Plan
 Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock Option Plan
            Starwave Corporation 1997 Nonqualified Stock Option Plan
            Amended and Restated Quando, Inc. 1994 Stock Option Plan
    Amended and Restated Webchat Communications, Inc. 1996 Stock Option Plan
(Full Title of the Plans)

                             David K. Thompson, Esq.
                Senior Vice President--Assistant General Counsel
                          500 South Buena Vista Street
                            Burbank, California 91521
                                 (818) 560-1000
                     (Name and address of agent for service)

                                    copy to:

                             Morton A. Pierce, Esq.
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                            New York, New York 10019
                                 (212) 259-8000

                         ------------------------------

                                Page 1 of 9 Pages
CALCULATION OF REGISTRATION FEE
------------------------  --------------------  --------------------  --------------------  -------------------
Title of securities to    Amount to be          Proposed maximum      Proposed maximum      Amount of
be registered             registered (1)        offering price per    aggregate offering    registration fee
                                                share                 price                 (2)
------------------------  --------------------  --------------------  --------------------  -------------------
Disney Common Stock,
par value $0.01
per share                 100,000,000 shares          $19.83            $1,983,000,000      $473,937
------------------------  --------------------  --------------------  --------------------  -------------------
Disney Common Stock,
par value $0.01
per share                 5,283,369 shares(3)         $19.83            $  104,769,207      $25,040
------------------------  --------------------  --------------------  --------------------  -------------------
Disney Common Stock,
par value $0.01 per
share                     584,926 shares (4)          $19.83            $   11,599,083      $ 2,772
------------------------  --------------------  --------------------  --------------------  -------------------
Total                     105,868,295 shares                                                $182,112 (5)
------------------------  --------------------  --------------------  --------------------  -------------------
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall be deemed to cover an
indeterminable number of additional shares that may become issuable pursuant to
the anti-dilution provisions of the plans listed above.
(2) Estimated for the sole purpose of computing the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
offering price per unit is calculated as the average of the high and low prices,
reported by the New York Stock Exchange, Inc., of the Disney Common Stock of the
Registrant on December 4, 2001.
(3) Represents 27,300,000 unissued shares of go.com Common Stock of the
Registrant, par value $0.01 per share ("go.com Common Stock"), that (i) were
initially registered on the Form S-8 Registration Statement of the Registrant
(File No. 333-91571) on November 23, 1999 (the "333-91571 Registration
Statement"), (ii) were issuable upon exercise of options to purchase shares of
go.com Common Stock pursuant to the Registrant's Amended and Restated 1995 Stock
Incentive Plan (the "1995 Plan") and (iii) following conversion of each share of
go.com Common Stock into 0.19353 shares of Disney Common Stock on March 20,
2001, upon exercise of such options will result in the issuance of up to
5,283,369 shares of Disney Common Stock of the Registrant, in accordance with
the terms of the Registrant's Amended and Restated Certificate of Incorporation
and the 1995 Plan.
(4) Represents 3,022,404 unissued shares of go.com Common Stock that (i) were
initially registered on the Form S-8 Registration Statement of the Registrant on
November 23, 1999, which was filed as a post-effective amendment to the
Registrant's Form S-4 Registration Statement filed on September 30, 1999 (each
such Registration Statement has File No. 333-88105) (the "333-88105 Registration
Statement"), (ii) were issuable upon exercise of options to purchase shares of
go.com Common Stock pursuant to the Infoseek Corporation Amended and Restated
1996 Stock Option/Stock Issuance Plan, the Infoseek Corporation 1998 Employee
and Acquisition Nonqualified Stock Option Plan, the Starwave Corporation Revised
1992 Combined Incentive and Nonqualified Stock Option Plan, the Starwave
Corporation 1997 Nonqualified Stock Option Plan, the Amended and Restated
Quando, Inc. 1994 Stock Option Plan and the Amended and Restated Webchat
Communications, Inc. 1996 Stock Option Plan (the "Infoseek Plans") and (iii)
following conversion of each share of go.com Common Stock into 0.19353 shares of
Disney Common Stock on March 20, 2001, upon the exercise of such options will
result in the issuance of up to 584,926 shares of Disney Common Stock of the
Registrant, in accordance with the terms of the Registrant's Amended and
Restated Certificate of Incorporation and the Infoseek Plans.
(5) Reflects an offset as permitted by Rule 457(p) of the Securities Act of (i)
$251,636.04 for unissued shares of go.com Common Stock previously paid in
connection with the filing of the 333-91571 Registration Statement and (ii)
$68,001 for unissued shares of go.com Common Stock previously paid in connection
with the filing of the 333-88105 Registration Statement.

                               Page 2 of 9 Pages
INTRODUCTORY STATEMENT

The Registrant previously filed a Registration Statement on Form S-8 with the
Securities and Exchange Commission (the "Commission") on January 17, 1996 (SEC
File No. 333-00253) in connection with The Walt Disney Company Amended and
Restated 1995 Stock Incentive Plan (the "1995 Plan"). This Registration
Statement registers an additional 100,000,000 shares of the Registrant's Disney
Common Stock to be issued pursuant to the 1995 Plan. This Registration Statement
also reflects the conversion of each share of go.com Common Stock into 0.19353
shares of Disney Common Stock in accordance with the terms of the Registrant's
Amended and Restated Certificate of Incorporation and registers the shares of
Disney Common Stock issuable upon the exercise of options to purchases go.com
Common Stock pursuant to the 1995 Plan, the Infoseek Corporation Amended and
Restated 1996 Stock Option/Stock Issuance Plan, the Infoseek Corporation 1998
Employee and Acquisition Nonqualified Stock Option Plan, the Starwave
Corporation Revised 1992 Combined Incentive and Nonqualified Stock Option Plan,
the Starwave Corporation 1997 Nonqualified Stock Option Plan, the Amended and
Restated Quando, Inc. 1994 Stock Option Plan and the Amended and Restated
Webchat Communications, Inc. 1996 Stock Option Plan (collectively, the "Plans").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:

         (a) Registrant's Annual Report on Form 10-K filed on December 20, 2000
and Amended Annual Report on Form 10-K/A filed June 28, 2001 for the fiscal year
ended September 30, 2000;

         (b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 2000, March 31, 2001 and June 30, 2001;

         (c) Registrant's Current Reports on Form 8-K filed on November 9, 2001,
October 30, 2001, October 25, 2001, October 16, 2001, October 4, 2001, September
24, 2001, September 24, 2001, September 21, 2001, September 19, 2001, July 30,
2001, April 23, 2001, January 30, 2001 and November 9, 2000 and Amended Current
Report on Form 8-K/A filed on October 12, 2001; and

         (d) the description of Disney Common Stock contained in Registrant's
Registration Statement on Form 8-A, filed November 17, 1999.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                                Page 3 of 9 Pages
The validity of the Disney Common Stock that may be issued by the
Registrant pursuant to the Plans will be passed upon for the Registrant by David
K. Thompson, Senior Vice President and Assistant General Counsel for the
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's Amended and Restated Certificate of Incorporation and
Bylaws provide that the Registrant shall indemnify to the full extent authorized
or permitted by law (as now or hereafter in effect) any person made, or
threatened to be made, a defendant or witness to any action, suit or proceeding
(whether civil or criminal or otherwise) by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Registrant or by
reason of the fact that such director or officer, at the request of the
Registrant, is or was serving any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in any capacity.

         Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation (or a person who is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In the case of an action brought by or in the
right of a corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation (or a person who is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) against
expenses (including attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

         The Registrant's Amended and Restated Certificate of Incorporation and
Bylaws further provide that (i) Registrant may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
Registrant or is serving at the request of Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not Registrant would have the power to indemnify him against
such liability under the provisions of law, and (ii) Registrant may create a
trust fund, grant a security interest and/or use other means (including, without
limitation, letters of credit, surety bonds and/or similar arrangements), as
well as enter into contracts providing for indemnification to the full extent
authorized or permitted by law and including as part thereof provisions with
respect to any and all of the foregoing to ensure the payment of such amounts as
may become necessary to effect indemnification as provided therein, or
elsewhere.

         Registrant maintains an officer's and director's liability insurance
policy insuring its officers and directors against certain liabilities and
expenses incurred by them in their capacities as such, and insuring Registrant
under certain circumstances, in the event that indemnification payments are made
to such officers and directors.

         Registrant has also entered into indemnification agreements (the
"Indemnification Agreements") with certain of its directors and officers
(individually, the "Indemnitee"). The Indemnification Agreements, among other
things, provide for indemnification to the fullest extent permitted by law
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement of any claim. The Indemnification Agreements provide for the prompt
advancement of all expenses to the Indemnitee and for reimbursement to
Registrant if it is found that such Indemnitee is not entitled to such
indemnification under applicable law. The Indemnification Agreements also
provide that after a Change in Control (as defined in the Indemnification

                                Page 4 of 9 Pages
Agreements) of Registrant which is not approved by the Board of Directors of
Registrant, all determinations regarding a right to indemnity and the right to
advancement of expenses shall be made by independent legal counsel selected by
the Indemnitee and approved by the Board of Directors. In addition, in the event
of a Potential Change In Control (as defined in the Indemnification Agreements),
the Indemnitee may require Registrant to establish a trust for his or her
benefit and to fund such trust in amounts reasonably anticipated or proposed to
be paid to satisfy Registrant's indemnification obligations under the
Indemnification Agreements.

         The foregoing summaries are necessarily subject to the complete text of
the statute, the Registrant's Amended and Restated Certificate of Incorporation
and Bylaws, and the arrangements referred to above and are qualified in their
entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See Index to Exhibits.

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is

                                Page 5 of 9 Pages
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                Page 6 of 9 Pages
SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burbank, State of California, on the 6th day of
December, 2001.

                                            THE WALT DISNEY COMPANY

                                            BY: /s/ David K. Thompson
                                               ------------------------------
                                                    David K. Thompson
                                                    Senior Vice President -
                                                    Assistant General Counsel

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints Robert A.
Iger, Thomas O. Staggs, Christine M. McCarthy and David K. Thompson, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him or her and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                    Title                                   Date
                 ---------                    -----                                   ----
/s/ Michael D. Eisner               Chairman of the Board and Chief         November 27, 2001
  ----------------------------------------    Executive Officer (Principal
             Michael D. Eisner                Executive Officer)

            /s/ Roy E. Disney                 Vice Chairman of the Board              November 27, 2001
  ----------------------------------------
               Roy E. Disney

           /s/ Robert A. Iger                 President, Chief Operating Officer      November 27, 2001
 -----------------------------------------    and Director
               Robert A. Iger

          /s/ Thomas O. Staggs                Senior Executive Vice President and     November 27, 2001
  ---------------------------------------     Chief Financial Officer (Principal
              Thomas O. Staggs                Financial and Accounting Officer)
Page 7 of 9 Pages
/s/ Reveta F. Bowers               Director                                November 27, 2001
  ----------------------------------------
              Reveta F. Bowers

           /s/ John E. Bryson                 Director                                November 27, 2001
 -----------------------------------------
               John E. Bryson

          /s/ Judith L. Estrin                Director                                November 27, 2001
-------------------------------------------
              Judith L. Estrin

           /s/ Stanley P. Gold                Director                                November 27, 2001
 ------------------------------------------
              Stanley P. Gold

          /s/ Monica C. Lozano                Director                                November 27, 2001
  ---------------------------------------
              Monica C. Lozano

          /s/ George J. Mitchell              Director                                November 27, 2001
 ------------------------------------------
             George J. Mitchell

          /s/ Thomas S. Murphy                Director                                November 27, 2001
  ---------------------------------------
              Thomas S. Murphy

       /s/ Leo J. O'Donovan, S.J.             Director                                November 27, 2001
 -----------------------------------------
           Leo J. O'Donovan, S.J.

            /s/ Sidney Poitier                Director                                November 27, 2001
 ------------------------------------------
               Sidney Poitier

          /s/ Robert A.M. Stern               Director                                November 27, 2001
   --------------------------------------
            Robert A.M. Stern

        /s/ Andrea L. Van De Kamp             Director                                November 27, 2001
   --------------------------------------
           Andrea L. Van de Kamp

          /s/ Raymond L. Watson               Director                                November 27, 2001
   --------------------------------------
             Raymond L. Watson

            /s/ Gary L. Wilson                Director                                November 27, 2001
  ----------------------------------------
               Gary L. Wilson
Page 8 of 9 Pages
INDEX TO EXHIBITS

NUMBER

4.1               Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Annex C of the Joint
                  Proxy Statement/Prospectus included in the Registrant's
                  Registration Statement on Form S-4 (No. 333-88105) filed with
                  the Commission on September 30, 1999).

4.2               Bylaws of the Registrant (incorporated by reference to Exhibit
                  3 of the Registrant's Form 10-Q for the quarter ended March
                  31, 2000).

4.3               The Walt Disney Company Amended and Restated 1995 Stock
                  Incentive Plan and Rules.*

4.4               Infoseek Corporation Amended and Restated 1996 Stock
                  Option/Stock Issuance Plan (incorporated by reference to
                  Infoseek's Form S-8 (File No. 333-67519) declared effective
                  November 18, 1998).

4.5               Infoseek Corporation 1998 Employee and Acquisition
                  Nonqualified Stock Option Plan (incorporated by reference to
                  Infoseek's Annual Report on Form 10-K405 for the fiscal year
                  ended October 3, 1998).

4.6               Starwave Corporation Revised 1992 Combined Incentive and
                  Nonqualified Stock Option Plan (incorporated by reference to
                  Infoseek's Form S-8 (File No. 333-67507) declared effective
                  November 18, 1998).

4.7               Starwave Corporation 1997 Nonqualified Stock Option Plan
                  (incorporated by reference to Infoseek's Form S-8 (File No.
                  333-67507) declared effective November 18, 1998).

4.8               Amended and Restated Quando, Inc. 1994 Stock Option Plan
                  (incorporated by reference to Infoseek's Form S-8 (File No.
                  333-70939) declared effective January 21, 1999).

4.9               Amended and Restated Webchat Communications, Inc. 1996 Stock
                  Option Plan (incorporated by reference to Infoseek's Form S-8
                  (File No. 333-67519) declared effective November 18, 1998).

5.1               Opinion of David K. Thompson, Esq. as to legality of the
                  securities.*

23.1              Consent of PricewaterhouseCoopers LLP.*

23.2              Consent of David K. Thompson. Esq. (included in opinion filed
                  as Exhibit 5.1).

24                Power of Attorney (included on the signature page).

---------------
* Filed herewith.

                                Page 9 of 9 Pages