As filed with the Securities and Exchange Commission on February
23, 1995
                            Registration No. 33-______

_____________________________________________________________________________
                     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 charter)

          Delaware                           95-0684440
(State of incorporation)                     (I.R.S. Employer
                                             Identification No.)

                  500 South Buena Vista Street
                   Burbank, California 91521
            (Address of principal executive offices)

                     1995 Stock Option Plan
                   for Non-Employee Directors
                    (Full title of the plan)

                    DAVID K. THOMPSON, ESQ.
            Vice President-Assistant General Counsel
                  500 South Buena Vista Street
                   Burbank, California 91521
            (Name and address of agent for service)

Telephone number, including area code, of agent for service: (818) 560-1000

                        _______________

                CALCULATION OF REGISTRATION FEE


                                Proposed      Proposed
Title of                        maximum       maximum        Amount
securities                      offering      aggregate      of
to be           Amount to be    price per     offering       registration
registered      registered      share         price          fee
                                 

Common Stock,   250,000         $53.375       $13,343,750    $4,602
$.025 par
value

(1)       Calculated pursuant to Rule 457(h), based on the
  average of the high and low prices for the Common Stock on the
  New York Stock Exchange Composite tape for February 17, 1995.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item   2.   Registrant  Information  and  Employee  Plan   Annual
Information*

*    Information  required  by Part I  to  be  contained  in  the
     Section  10(a)  prospectus is omitted from the  registration
     statement  in accordance with Rule 428 under the  Securities
     Act of 1933 and the Note to Part I of Form S-8.


                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

      The  following  documents  filed  by  Registrant  with  the
Securities and Exchange Commission are incorporated by  reference
int his registration statement:

           (1)   Registrant's Annual Report on Form 10-K for  the
     fiscal year ended September 30, 1994;

          (2)  Registrant's Quarterly Report on Form 10-Q for the
     quarter ended December 31, 1994;

           (3)  Registrant's proxy statement, dated December  29,
     1994, filed pursuant to the Exchange Act in connection  with
     its  Annual  Meeting of Stockholders held  on  February  21,
     1995;

            (4)    Article   Twelfth  of  Registrant's   Restated
     Certificate of Incorporation, filed as Exhibit 3(a)  to  the
     Company's  Annual  Report on Form 10-K for  the  year  ended
     September 30, 1992;

           (5)   The  description  of Registrant's  Common  Stock
     contained in Registrant's registration statement on Form  8-
     B,  dated  February 3, 1987, as amended by Amendment  No.  1
     thereto  on  Form  8,  dated  February  5,  1987,   and   as
     supplemented  by  the  description  of  Registrant's   Share
     Purchase  Rights  Plan  contained  in  Registrant's  Current
     Report on Form 8-K, dated June 21, 1989.

      In addition, all documents subsequently filed by Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934, prior to the filing of a  post-effective
amendment  which indicates that all securities offered have  been
sold  or  which deregisters all securities then remaining unsold,
shall  be  deemed  to  be  incorporated  by  reference  in   this
registration statement and to be a part hereof from the  date  of
filing of such documents.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law empowers
a  Delaware  corporation, including Registrant, to indemnify  its
directors,   officers,   employees  and  agents   under   certain
circumstances.   Registrant's Certificate  of  Incorporation  and
Bylaws  provide that Registrant shall indemnify such  persons  to
the  full extent authorized or permitted by law.  The Certificate
and  Bylaws  further  provide that Registrant  may  purchase  and
maintain  liability  insurance on behalf of directors,  officers,
employees  or  agents of Registrant, whether  or  not  Registrant
would  have  the  power to indemnify them against such  liability
under  the  provisions of law.  In addition, the Certificate  and
Bylaws  provide that Registrant may create a trust fund, grant  a
security  interest and/or use other means (including  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 provisions to
ensure  the  payment of indemnification amounts.   Moreover,  the
Certificate  provides  that no director of  Registrant  shall  be
personally liable to Registrant or its stockholders for  monetary
damages  for  any breach of fiduciary duty as a director,  except
(i)  for any breach of the duty of loyalty to registrant  or  its
stockholders,  (ii) for acts or omissions not in  good  faith  or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii)  for  liability under Section  174  of  the  Delaware
General Corporation Law (involving certain unlawful dividends  or
stock  repurchases), or (iv) for any transaction from  which  the
director derived an improper personal benefit.

      Registrant maintains an officers' and directors'  liability
insurance  policy  insuring Registrant's 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 by Registrant to such officers and directors.

      Registrant has entered into indemnification agreements (the
"Indemnification Agreements") with its directors and  certain  of
its    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 Agreement) 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
Indemnitee and approved by the Board of Directors.  In  addition,
in  the event of a Potential Change in Control (as defined in the
Indemnification Agreement), the Indemnitee may require Registrant
to  establish a trust for his benefit and to find such  trust  in
amounts  reasonably anticipated or proposed to be paid to satisfy
Registrant's     indemnification    obligations     under     the
Indemnification Agreement.

Item 8.  Exhibits

     See Index to Exhibits on page 8.

Item 9.  Undertakings

     (a)  The undersigned Registrant hereby undertakes:

           (1)   to  file, during any period in which  offers  or
     sales are being made of the securities registered hereby,  a
     post-effective amendment to this registration statement:

               (i)  to include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

                (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 this registration statement;

               (iii)     to include any material information with
          respect  to  the  plan of distribution  not  previously
          disclosed  in  this  registration  statement   or   any
          material   change   to   such   information   in   this
          registration statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not
     apply  if the information required to be included in a post-
     effective  amendment  by those paragraphs  is  contained  in
     periodic reports filed by the Registrant pursuant to Section
     13  or Section 15(d) of the Securities Exchange Act of  1934
     that  are  incorporated by reference  in  this  registration
     statement;

          (2)  that, for the purpose of determining any liability
     under  the  Securities Act of 1933, 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; and

           (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)   The  undersigned Registrant hereby further undertakes
that,  for  purposes  of  determining  any  liability  under  the
Securities  Act  of 1933, each filing of the Registrant's  annual
report  pursuant  to  Section  13(a)  or  Section  15(d)  of  the
Securities  Exchange Act of 1934 (and each filing of  the  annual
report  of  the Plan pursuant to Section 15(d) of the  Securities
Exchange  Act of 1934) that is 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 of 1933 may be permitted to directors,
officers  and controlling persons of the Registrant  pursuant  to
the  provisions  described under Item 6 above, or otherwise,  the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy  as expressed in the 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  Act  and will be governed by the final adjudication of  such
issue.
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all 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  21st  day  of
February, 1995.


                                   THE WALT DISNEY COMPANY
                                   (Registrant)



                                    By:   /S/  David K.  Thompson

                                        David K. Thompson
                                        Vice President-Assistant
                                        General Counsel

                       POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes
and  appoints  DAVID  K.  THOMPSON 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 and to file  with  the
Securities  and Exchange Commission and the securities regulatory
authorities   of  the  several  states  registration  statements,
amendments  or  post-effective amendments or any  and  all  other
documents  in  connection  therewith,  in  connection  with   the
registration under the Securities Act of 1933, as amended, or the
registration   or   qualification  under  any  applicable   state
securities laws or regulations, of shares of common stock,  $.025
par   value,   of  the  Registrant  issuable  pursuant   to   the
Registrant's  1995 Stock Option Plan for Non-Employee  Directors,
granting  unto  said attorney-in-fact and agent  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  and necessary to be done, as fully to all intents  and
purposes  as  he  or  she might or could  do  in  person,  hereby
ratifying and confirming all that said attorney-in-fact and agent
or  his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

Signature                    Title                        Date
                                
                                
/S/ Michael D. Eisner      Chairman of the Board and      February 21, 1995
(Michael D. Eisner)        Chief Executive Officer
                               
/s/ Richard D. Nanula      Executive Vice President       February 21, 1995 
(Richard D. Nanula)        and Chief Finanical Officer
                           (Chief Accounting Officer)
            
/S/ Reveta F. Bowers       Director                       February 21, 1995
(Reveta F. Bowers)                       
                                
___________________        Director                       February 21, 1995
(Roy E. Disney)
                                
___________________        Director                       February 21, 1995
(Stanley P. Gold)
                              
/S/ Ignacio E. Lozano, Jr. Director                     February 21, 1995

(Ignacio E. Lozano, Jr.)
                                
____________________       Director                       February 21, 1995   
(George J. Mitchell)                                

/S/ Richard A. Nunis       Director                       February 21, 1995
(Richard A. Nunis)
                               
/S/ Sidney Poitier         Director                       February 21, 1995
(Sidney Poitier)
                                
/S/ Irwin E. Russell       Director                       February 21, 1995
(Irwin E. Russell)
                                
/S/ Robert A.M. Stern      Director                       February 21, 1995
(Robert A.M. Stern)
                                
/S/ E. Cardon Walker       Director                       February 21, 1995
(E.Cardon Walker)
                                
/S/ Raymond L. Watson      Director                       February 21, 1995
(Raymond L. Watson)
                                
___________________        Director                       February 21, 1995
(Gary L. Wilson)
                                
                                              
February 21, 1995
                       INDEX TO EXHIBITS
                                
                             Exhibit
                             Number
                                
              Description of Document Sequentially
                            Numbered
                              Page    
 (5)   Opinion of David K. Thompson, Vice President-Assistant
       General Counsel of Registrant, with respect to the legality of
       the shares being registered....................................9
                                
(20)   1995 Stock Option Plan for Non-Employee Directors.............10
(23a)  Consent of Price Waterhouse LLP, independent accountants......16
(23b)  Consent of David K. Thompson, Vice President-Assistant
       General Counsel of Registrant (included in Exhibit 5)..........9
(24)   Powers of attorney (included at page S-4)......................5


                                                  EXHIBIT 5
     
     
     February 21, 1995
  
     
     
     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C. 20549
     
                    The Walt Disney Company
               Registration Statement on Form S-8
     
     Gentlemen:
     
     I am Vice President-Assistant General Counsel of The
     Walt Disney Company, a Delaware corporation (the
     "Company"), and have acted as counsel in connection
     with the preparation of the Registration Statement on
     Form S-8 (the "Registration Statement") relating to the
     offering of 250,000 shares of Common Stock, $0.025 par
     value per share, of the Company (the "Common Stock")
     issuable to non-employee directors of the Company
     pursuant to the Company's 1995 Stock Option Plan for 
     Non-Employee Directors (the "Plan").
     
     In connection with the opinion hereinafter set forth, I
     have made such examination of law and of fact as I have
     deemed necessary.
     
     Based on the foregoing, I am of the opinion that the
     250,000 shares of Common Stock to which the
     Registration Statement relates will be, when issued as
     contemplated under the Plan, legally issued, fully paid
     and non-assessable.
     
     I hereby consent to the filing of this opinion as
     Exhibit 5 to the Registration Statement.  In giving
     such consent I do not thereby admit that I am within
     the category of persons whose consent is required by
     Section 7 of the Securities Act of 1933, as amended,
     and the rules and regulations thereunder.
     
     Very truly yours,
     
     
     David K. Thompson


                                                  EXHIBIT 20
     
     
                    THE WALT DISNEY COMPANY
       1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
     
     
     1.   Purposes.
     
           The  1995  Stock  Option  Plan  for  Non-Employee
     Directors  (the  "Plan")  is  established  to  attract,
     retain and compensate highly qualified individuals  who
     are  not  employees  of The Walt  Disney  Company  (the
     "Company")  for  service as members  of  the  Board  of
     Directors  ("Non-Employee Directors")  and  to  provide
     them with an ownership interest in the Company's common
     stock.  The Plan will be beneficial to the Company  and
     its   stockholders   by  allowing  these   Non-Employee
     Directors  to  have a personal financial stake  in  the
     Company  through an ownership interest in the Company's
     common  stock, in addition to underscoring their common
     interest  with stockholders in increasing the value  of
     the Company's stock over the long term.
     
     2.   Effective Date.
     
           The Plan shall be effective as of the date it  is
     adopted  by  the  Board of Directors  of  the  Company,
     subject  to the approval of the Plan by the holders  of
     at  least  a  majority  of the  outstanding  shares  of
     Company  common  stock  present,  or  represented,  and
     entitled  to  vote  at  the  1995  Annual  Meeting   of
     Stockholders.  Grants of options may be made under  the
     Plan  on  and  after  its effective  date,  subject  to
     stockholder approval of the Plan as provided above.  In
     the  event  such approval is not obtained, any  options
     granted under the Plan shall be null and void.
     
     3.   Administration of the Plan.
     
           The  Plan  shall be administered by  a  committee
     appointed  by the Board of Directors and consisting  of
     Directors  who are not eligible to participate  in  the
     Plan  (the "Committee").  Subject to the provisions  of
     the   Plan,  the  Committee  shall  be  authorized   to
     interpret the Plan, to establish, amend and rescind any
     rules and regulations relating to the Plan, and to make
     all other determinations necessary or advisable for the
     administration of the Plan; provided, however, that the
     Committee shall have no discretion with respect to  the
     eligibility  or selection of Non-Employee Directors  to
     receive options under the Plan, the number of shares of
     stock  subject to any such options or the Plan, or  the
     purchase  price thereunder; and provided further,  that
     the  Committee shall not have the authority to take any
     action  or make any determination that would materially
     increase  the  benefits accruing to participants  under
     the  Plan.  The Committee's interpretation of the Plan,
     and  all actions taken and determinations made  by  the
     Committee   pursuant  to  the  powers  vested   in   it
     hereunder,  shall  be conclusive and binding  upon  all
     parties   concerned   including   the   Company,    its
     stockholders  and  persons granted  options  under  the
     Plan.   The  Chairman of the Board and Chief  Executive
     Officer of the Company shall be authorized to implement
     the  Plan in accordance with its terms and to  take  or
     cause  to be taken such actions of a ministerial nature
     as  shall  be  necessary to effectuate the  intent  and
     purposes thereof.
     
     4.   Participation in the Plan.
     
           All  active  members of the  Company's  Board  of
     Directors  who  are not as of the date  of  any  option
     grant   employees  of  the  Company  or  any   of   its
     subsidiaries  or  affiliates  shall  be   eligible   to
     participate in the Plan.  Directors emeritus shall  not
     be eligible to participate.
     
     5.   Non-Qualified Stock Options.
     
           Only non-qualified stock options ("options")  may
     be granted under this Plan.
     
     6.   Terms, Conditions and Form of Options.
     
           (a)   Option  Grant Dates.  Options  to  purchase
     2,000  shares of Stock (as adjusted pursuant to Section
     8) shall be automatically granted on an annual basis to
     each  eligible Non-Employee Director on March  1st  (or
     the  first succeeding business day thereafter on  which
     the  Company's Common Stock is traded on the  principal
     securities  exchange on which it  is  listed)  of  each
     year, commencing March 1, 1995.
     
          (b)  Exercise Price.  The exercise price per share
     of  stock for which each option is exercisable shall be
     100% of the fair market value per share of common stock
     on  the date the option is granted, which shall be  the
     average  of  the high and low price of the stock  based
     upon its consolidated trading as generally reported for
     the   principal  securities  exchange  on   which   the
     Company's common stock is listed.
     
           (c)   Exercisability and Term of  Options.   Each
     option  granted under the Plan shall become exercisable
     in  five  equal installments, commencing on  the  first
     anniversary   of  the  date  of  grant   and   annually
     thereafter.  Each option granted under the  Plan  shall
     expire  ten years from the date of grant, and shall  be
     subject to earlier termination as hereinafter provided.
     
           (d)  Termination of Service.  In the event of the
     termination  of service on the Board by the  holder  of
     any   option,   other  than  by  reason  of   mandatory
     retirement, permanent disability or death as set  forth
     in  paragraph (e) hereof, the then outstanding  options
     of  such holder shall be exercisable only to the extent
     that   they  were  exercisable  on  the  date  of  such
     termination  and shall expire three months  after  such
     termination,  or  on  their  stated  expiration   date,
     whichever occurs first.
     
           (e)   Retirement, Disability or  Death.   In  the
     event  of termination of service by reason of mandatory
     retirement  pursuant  to  Board  policy  or   permanent
     disability  of the holder of any option,  each  of  the
     then  outstanding options of such holder will  continue
     to  become exercisable in accordance with paragraph (c)
     above,  but  the holder shall be entitled  to  exercise
     such  options,  including  any  portions  thereof  that
     become exercisable after such termination, within  five
     years  of  such termination, but in no event after  the
     expiration  date of the option.  In the  event  of  the
     death  of  the holder of any option, each of  the  then
     outstanding   options  of  such  holder  shall   become
     immediately   exercisable  in  full,   and   shall   be
     exercisable by the holder's legal representative at any
     time within a period of five years after death, but  in
     no  event  after  the expiration date  of  the  option.
     However, if the holder dies within five years following
     termination  of  service  on the  Board  by  reason  of
     mandatory  retirement  or  permanent  disability,  such
     option shall be exercisable only until the later of (i)
     two  years after the holder's death or (ii) five  years
     after  such termination, or the expiration date of  the
     option, if earlier.
     
           (f)  Payment.  The option price shall be paid  in
     cash (whether or not such cash is loaned by the Company
     to   the  participant  for  such  purpose)  or  by  the
     surrender  of  shares of common stock of  the  Company,
     valued  at  their  fair market value  on  the  date  of
     exercise,  or  by  any combination  of  cash  and  such
     shares.
     
     7.  Shares of Stock Subject to the Plan.
     
          The  shares  that  may  be purchased  pursuant  to
     options under the Plan shall not exceed an aggregate of
     250,000  shares  of Company common stock  (as  adjusted
     pursuant  to  Section  8).  Any shares  subject  to  an
     option  grant  which  for  any  reason  expires  or  is
     terminated unexercised as to such shares shall again be
     available for issuance under the Plan.
     
     8.  Dilution and Other Adjustment.
     
          In  the  event  of any change in  the  outstanding
     shares  of Company stock by reason of any stock  split,
     stock      dividend,     recapitalization,      merger,
     consolidation,  combination or exchange  of  shares  or
     other   similar   corporate  change,   such   equitable
     adjustments  shall be made in the Plan and  the  grants
     thereunder, including the exercise price of outstanding
     options,  as the Committee determines are necessary  or
     appropriate,  including, if necessary, any  adjustments
     in  the maximum number of shares referred to in Section
     7 of the Plan.  Such adjustment shall be conclusive and
     binding for all purposes of the Plan.
     
     9.  Miscellaneous Provisions.
     
          (a)   Rights as Stockholder.  A participant  under
     the  Plan  shall have no rights as a holder of  Company
     common  stock with respect to option grants  hereunder,
     unless and until certificates for shares of such  stock
     are issued to the participant.
     
          (b)   Assignment or Transfer.  No options  granted
     under the Plan or any rights or interests therein shall
     be  assignable or transferable by a participant  except
     by  will  or  the  laws  of descent  and  distribution.
     During  the lifetime of a participant, options  granted
     hereunder are exercisable only by, and payable only to,
     the participant.
     
          (c)   Agreements.  All options granted  under  the
     Plan shall be evidenced by agreements in such form  and
     containing  such terms and conditions (not inconsistent
     with the Plan) as the Committee shall adopt.
     
         (d)  Compliance with Legal Regulations.  During the
     term  of  the Plan and the term of any options  granted
     under  the Plan, the Company shall at all times reserve
     and  keep  available such number of shares  as  may  be
     issuable under the Plan, and shall seek to obtain  from
     any  regulatory body having jurisdiction, including the
     Commissioner   of   Corporations  of   the   State   of
     California,  any  requisite authority required  in  the
     opinion  of counsel for the Company in order  to  grant
     options  to purchase shares of Company common stock  or
     to  issue  such  stock pursuant  thereto.   If  in  the
     opinion of counsel for the Company the transfer,  issue
     or sale of any shares of its stock under the Plan shall
     not  be  lawful for any reason, including the inability
     of  the Company to obtain from any regulatory body having
     jurisdiction  authority deemed by such  counsel  to  be
     necessary  to  such  transfer, issuance  or  sale,  the
     Company  shall not be obligated to transfer,  issue  or
     sell  any such shares.  In any event, the Company shall
     not  be obligated to transfer, issue or sell any shares
     to  any  participant  unless a  registration  statement
     which  complies  with the provisions of the  Securities
     Act  of 1933, as amended (the "Securities Act"), is  in
     effect at the time with respect to such shares or other
     appropriate action has been taken under and pursuant to
     the  terms and provisions of the Securities Act, or the
     Company receives evidence satisfactory to the Committee
     that the transfer, issuance or sale of such shares,  in
     the  absence of an effective registration statement  or
     other  appropriate  action,  would  not  constitute   a
     violation of the terms and provisions of the Securities
     Act.  The Company's obligation to issue shares upon the
     exercise of any option granted under the Plan shall  in
     any case be subject to the Company being satisfied that
     the shares purchased are being purchased for investment
     and not with a view to the distribution thereof, if  at
     the time of such exercise a resale of such shares would
     otherwise violate the Securities Act in the absence  of
     an  effective registration statement relating  to  such
     shares.
     
         (e)  Costs and Expenses.  The costs and expenses of
     administering  the Plan shall be borne by  the  Company
     and  not  charged to any option or to any  Non-Employee
     Director receiving an option.
     
     10. Amendment and Termination of the Plan.
     
          (a)   Amendments.  The Committee may from time  to
     time amend the Plan in whole or in part; provided, that
     no  such  action shall adversely affect any  rights  or
     obligations  with  respect to any  options  theretofore
     granted under the Plan, and provided further, that  the
     provisions  of  Sections 4 and  6  hereof  may  not  be
     amended more than once every six months, other than  to
     comport  with  change in the Internal Revenue  Code  or
     regulations thereunder.
     
          Unless the holders of at least a majority  of  the
     outstanding shares of Company common stock present,  or
     represented,  and  entitled to vote  at  a  meeting  of
     stockholders  shall  have first  approved  thereof,  no
     amendment  of the Plan shall be effective  which  would
     (i)  increase the maximum number of shares referred  to
     in  Section  7  of  the Plan or the  number  of  shares
     subject  to  options  that may be granted  pursuant  to
     section  6(a)  of  the  Plan to  any  one  Non-Employee
     Director or (ii) extend the maximum period during which
     options may be granted under the Plan.
     
          With  the  consent  of  the Non-Employee  Director
     affected,   the   Committee   may   amend   outstanding
     agreements  evidencing options  under  the  Plan  in  a
     manner not inconsistent with the terms of the Plan.
     
          (b)  Termination.  The Committee may terminate the
     Plan (but not any options theretofore granted under the
     Plan)  at  any  time.  The Plan (but  not  any  options
     theretofore granted under the Plan) shall in any  event
     terminate  on,  and no options shall be granted  after,
     December 31, 2004.
     
     11. Compliance with SEC Regulations.
     
          It is the Company's intent that the Plan comply in
     all  respects  with  Rule 16b-3  under  the  Securities
     Exchange Act of 1934, as amended (the "Exchange  Act"),
     and  any related regulations.  If any provision of this
     Plan  is later found not to be in compliance with  such
     Rule  and  regulations, the provision shall  be  deemed
     null  and  void.  All grants and exercises  of  options
     under  this  Plan shall be executed in accordance  with
     the  requirements of Section 16 of the Exchange Act and
     regulations promulgated thereunder.
     
     12. Governing Law.
     
          The validity and construction of the Plan and  any
     agreements entered into thereunder shall be governed by
     the laws of the State of Delaware.
     
     
     
                                           November 21, 1994
     
     
                                                 EXHIBIT 23a
     
    
               CONSENT OF INDEPENDENT ACCOUNTANTS
     
     February 23, 1995

     To the Board of Directors
     of The Walt Disney Company
     
     We agree to the incorporation by reference in this 
     Registration Statement on Form S-8,  and  in  the
     Section 10(a) prospectus referred to therein (1995 
     Stock Option Plan for Non-Employee Directors), of
     our  report  dated  November  21,   1994, appearing
     on  page  25  of The Walt  Disney  Company's
     Annual   Report  on  Form  10-K  for  the  fiscal year
     ended September 30, 1994.
     
     
    
     Price Waterhouse LLP
     
     Los Angeles, California
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 35524}]
{"company-data": {"conformed-name": "DISNEY WALT CO", "cik": "0000029082", "assigned-sic": "7990", "irs-number": "950684440", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57811", "film-number": "95514625"}, "business-address": {"street1": "500 S BUENA VISTA ST", "city": "BURBANK", "state": "CA", "zip": "91521", "phone": "8185601000"}, "mail-address": {"street1": "500 SOUTH BUENA VISTA STREET", "city": "BURBANK", "state": "CA", "zip": "91521-"}, "former-company": {"former-conformed-name": "DISNEY WALT PRODUCTIONS", "date-changed": "19860221"}}
As filed with the Securities and Exchange Commission on February
23, 1995
                            Registration No. 33-______

_____________________________________________________________________________
                     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 charter)

          Delaware                           95-0684440
(State of incorporation)                     (I.R.S. Employer
                                             Identification No.)

                  500 South Buena Vista Street
                   Burbank, California 91521
            (Address of principal executive offices)

                     1995 Stock Option Plan
                   for Non-Employee Directors
                    (Full title of the plan)

                    DAVID K. THOMPSON, ESQ.
            Vice President-Assistant General Counsel
                  500 South Buena Vista Street
                   Burbank, California 91521
            (Name and address of agent for service)

Telephone number, including area code, of agent for service: (818) 560-1000

                        _______________

                CALCULATION OF REGISTRATION FEE

                                Proposed      Proposed
Title of                        maximum       maximum        Amount
securities                      offering      aggregate      of
to be           Amount to be    price per     offering       registration
registered      registered      share         price          fee
                                 

Common Stock,   250,000         $53.375       $13,343,750    $4,602
$.025 par
value

(1)       Calculated pursuant to Rule 457(h), based on the
  average of the high and low prices for the Common Stock on the
  New York Stock Exchange Composite tape for February 17, 1995.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item   2.   Registrant  Information  and  Employee  Plan   Annual
Information*

*    Information  required  by Part I  to  be  contained  in  the
     Section  10(a)  prospectus is omitted from the  registration
     statement  in accordance with Rule 428 under the  Securities
     Act of 1933 and the Note to Part I of Form S-8.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

      The  following  documents  filed  by  Registrant  with  the
Securities and Exchange Commission are incorporated by  reference
int his registration statement:

           (1)   Registrant's Annual Report on Form 10-K for  the
     fiscal year ended September 30, 1994;

          (2)  Registrant's Quarterly Report on Form 10-Q for the
     quarter ended December 31, 1994;

           (3)  Registrant's proxy statement, dated December  29,
     1994, filed pursuant to the Exchange Act in connection  with
     its  Annual  Meeting of Stockholders held  on  February  21,
     1995;

            (4)    Article   Twelfth  of  Registrant's   Restated
     Certificate of Incorporation, filed as Exhibit 3(a)  to  the
     Company's  Annual  Report on Form 10-K for  the  year  ended
     September 30, 1992;

           (5)   The  description  of Registrant's  Common  Stock
     contained in Registrant's registration statement on Form  8-
     B,  dated  February 3, 1987, as amended by Amendment  No.  1
     thereto  on  Form  8,  dated  February  5,  1987,   and   as
     supplemented  by  the  description  of  Registrant's   Share
     Purchase  Rights  Plan  contained  in  Registrant's  Current
     Report on Form 8-K, dated June 21, 1989.

      In addition, all documents subsequently filed by Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934, prior to the filing of a  post-effective
amendment  which indicates that all securities offered have  been
sold  or  which deregisters all securities then remaining unsold,
shall  be  deemed  to  be  incorporated  by  reference  in   this
registration statement and to be a part hereof from the  date  of
filing of such documents.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law empowers
a  Delaware  corporation, including Registrant, to indemnify  its
directors,   officers,   employees  and  agents   under   certain
circumstances.   Registrant's Certificate  of  Incorporation  and
Bylaws  provide that Registrant shall indemnify such  persons  to
the  full extent authorized or permitted by law.  The Certificate
and  Bylaws  further  provide that Registrant  may  purchase  and
maintain  liability  insurance on behalf of directors,  officers,
employees  or  agents of Registrant, whether  or  not  Registrant
would  have  the  power to indemnify them against such  liability
under  the  provisions of law.  In addition, the Certificate  and
Bylaws  provide that Registrant may create a trust fund, grant  a
security  interest and/or use other means (including  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 provisions to
ensure  the  payment of indemnification amounts.   Moreover,  the
Certificate  provides  that no director of  Registrant  shall  be
personally liable to Registrant or its stockholders for  monetary
damages  for  any breach of fiduciary duty as a director,  except
(i)  for any breach of the duty of loyalty to registrant  or  its
stockholders,  (ii) for acts or omissions not in  good  faith  or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii)  for  liability under Section  174  of  the  Delaware
General Corporation Law (involving certain unlawful dividends  or
stock  repurchases), or (iv) for any transaction from  which  the
director derived an improper personal benefit.

      Registrant maintains an officers' and directors'  liability
insurance  policy  insuring Registrant's 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 by Registrant to such officers and directors.

      Registrant has entered into indemnification agreements (the
"Indemnification Agreements") with its directors and  certain  of
its    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 Agreement) 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
Indemnitee and approved by the Board of Directors.  In  addition,
in  the event of a Potential Change in Control (as defined in the
Indemnification Agreement), the Indemnitee may require Registrant
to  establish a trust for his benefit and to find such  trust  in
amounts  reasonably anticipated or proposed to be paid to satisfy
Registrant's     indemnification    obligations     under     the
Indemnification Agreement.

Item 8.  Exhibits

     See Index to Exhibits on page 8.

Item 9.  Undertakings

     (a)  The undersigned Registrant hereby undertakes:

           (1)   to  file, during any period in which  offers  or
     sales are being made of the securities registered hereby,  a
     post-effective amendment to this registration statement:

               (i)  to include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

                (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 this registration statement;

               (iii)     to include any material information with
          respect  to  the  plan of distribution  not  previously
          disclosed  in  this  registration  statement   or   any
          material   change   to   such   information   in   this
          registration statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not
     apply  if the information required to be included in a post-
     effective  amendment  by those paragraphs  is  contained  in
     periodic reports filed by the Registrant pursuant to Section
     13  or Section 15(d) of the Securities Exchange Act of  1934
     that  are  incorporated by reference  in  this  registration
     statement;

          (2)  that, for the purpose of determining any liability
     under  the  Securities Act of 1933, 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; and

           (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)   The  undersigned Registrant hereby further undertakes
that,  for  purposes  of  determining  any  liability  under  the
Securities  Act  of 1933, each filing of the Registrant's  annual
report  pursuant  to  Section  13(a)  or  Section  15(d)  of  the
Securities  Exchange Act of 1934 (and each filing of  the  annual
report  of  the Plan pursuant to Section 15(d) of the  Securities
Exchange  Act of 1934) that is 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 of 1933 may be permitted to directors,
officers  and controlling persons of the Registrant  pursuant  to
the  provisions  described under Item 6 above, or otherwise,  the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy  as expressed in the 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  Act  and will be governed by the final adjudication of  such
issue.
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all 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  21st  day  of
February, 1995.

                                   THE WALT DISNEY COMPANY
                                   (Registrant)

                                    By:   /S/  David K.  Thompson

                                        David K. Thompson
                                        Vice President-Assistant
                                        General Counsel

                       POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes
and  appoints  DAVID  K.  THOMPSON 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 and to file  with  the
Securities  and Exchange Commission and the securities regulatory
authorities   of  the  several  states  registration  statements,
amendments  or  post-effective amendments or any  and  all  other
documents  in  connection  therewith,  in  connection  with   the
registration under the Securities Act of 1933, as amended, or the
registration   or   qualification  under  any  applicable   state
securities laws or regulations, of shares of common stock,  $.025
par   value,   of  the  Registrant  issuable  pursuant   to   the
Registrant's  1995 Stock Option Plan for Non-Employee  Directors,
granting  unto  said attorney-in-fact and agent  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  and necessary to be done, as fully to all intents  and
purposes  as  he  or  she might or could  do  in  person,  hereby
ratifying and confirming all that said attorney-in-fact and agent
or  his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

Signature                    Title                        Date
                                
                                
/S/ Michael D. Eisner      Chairman of the Board and      February 21, 1995
(Michael D. Eisner)        Chief Executive Officer
                               
/s/ Richard D. Nanula      Executive Vice President       February 21, 1995 
(Richard D. Nanula)        and Chief Finanical Officer
                           (Chief Accounting Officer)
            
/S/ Reveta F. Bowers       Director                       February 21, 1995
(Reveta F. Bowers)                       
                                
___________________        Director                       February 21, 1995
(Roy E. Disney)
                                
___________________        Director                       February 21, 1995
(Stanley P. Gold)
                              
/S/ Ignacio E. Lozano, Jr. Director                     February 21, 1995

(Ignacio E. Lozano, Jr.)
                                
____________________       Director                       February 21, 1995   
(George J. Mitchell)                                

/S/ Richard A. Nunis       Director                       February 21, 1995
(Richard A. Nunis)
                               
/S/ Sidney Poitier         Director                       February 21, 1995
(Sidney Poitier)
                                
/S/ Irwin E. Russell       Director                       February 21, 1995
(Irwin E. Russell)
                                
/S/ Robert A.M. Stern      Director                       February 21, 1995
(Robert A.M. Stern)
                                
/S/ E. Cardon Walker       Director                       February 21, 1995
(E.Cardon Walker)
                                
/S/ Raymond L. Watson      Director                       February 21, 1995
(Raymond L. Watson)
                                
___________________        Director                       February 21, 1995
(Gary L. Wilson)
                                
                                              
February 21, 1995
                       INDEX TO EXHIBITS
                                
                             Exhibit
                             Number
                                
              Description of Document Sequentially
                            Numbered
                              Page    
 (5)   Opinion of David K. Thompson, Vice President-Assistant
       General Counsel of Registrant, with respect to the legality of
       the shares being registered....................................9
                                
(20)   1995 Stock Option Plan for Non-Employee Directors.............10
(23a)  Consent of Price Waterhouse LLP, independent accountants......16
(23b)  Consent of David K. Thompson, Vice President-Assistant
       General Counsel of Registrant (included in Exhibit 5)..........9
(24)   Powers of attorney (included at page S-4)......................5

                                                  EXHIBIT 5
     
     
     February 21, 1995
  
     
     
     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C. 20549
     
                    The Walt Disney Company
               Registration Statement on Form S-8
     
     Gentlemen:
     
     I am Vice President-Assistant General Counsel of The
     Walt Disney Company, a Delaware corporation (the
     "Company"), and have acted as counsel in connection
     with the preparation of the Registration Statement on
     Form S-8 (the "Registration Statement") relating to the
     offering of 250,000 shares of Common Stock, $0.025 par
     value per share, of the Company (the "Common Stock")
     issuable to non-employee directors of the Company
     pursuant to the Company's 1995 Stock Option Plan for 
     Non-Employee Directors (the "Plan").
     
     In connection with the opinion hereinafter set forth, I
     have made such examination of law and of fact as I have
     deemed necessary.
     
     Based on the foregoing, I am of the opinion that the
     250,000 shares of Common Stock to which the
     Registration Statement relates will be, when issued as
     contemplated under the Plan, legally issued, fully paid
     and non-assessable.
     
     I hereby consent to the filing of this opinion as
     Exhibit 5 to the Registration Statement.  In giving
     such consent I do not thereby admit that I am within
     the category of persons whose consent is required by
     Section 7 of the Securities Act of 1933, as amended,
     and the rules and regulations thereunder.
     
     Very truly yours,
     
     
     David K. Thompson

                                                  EXHIBIT 20
     
     
                    THE WALT DISNEY COMPANY
       1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
     
     
     1.   Purposes.
     
           The  1995  Stock  Option  Plan  for  Non-Employee
     Directors  (the  "Plan")  is  established  to  attract,
     retain and compensate highly qualified individuals  who
     are  not  employees  of The Walt  Disney  Company  (the
     "Company")  for  service as members  of  the  Board  of
     Directors  ("Non-Employee Directors")  and  to  provide
     them with an ownership interest in the Company's common
     stock.  The Plan will be beneficial to the Company  and
     its   stockholders   by  allowing  these   Non-Employee
     Directors  to  have a personal financial stake  in  the
     Company  through an ownership interest in the Company's
     common  stock, in addition to underscoring their common
     interest  with stockholders in increasing the value  of
     the Company's stock over the long term.
     
     2.   Effective Date.
     
           The Plan shall be effective as of the date it  is
     adopted  by  the  Board of Directors  of  the  Company,
     subject  to the approval of the Plan by the holders  of
     at  least  a  majority  of the  outstanding  shares  of
     Company  common  stock  present,  or  represented,  and
     entitled  to  vote  at  the  1995  Annual  Meeting   of
     Stockholders.  Grants of options may be made under  the
     Plan  on  and  after  its effective  date,  subject  to
     stockholder approval of the Plan as provided above.  In
     the  event  such approval is not obtained, any  options
     granted under the Plan shall be null and void.
     
     3.   Administration of the Plan.
     
           The  Plan  shall be administered by  a  committee
     appointed  by the Board of Directors and consisting  of
     Directors  who are not eligible to participate  in  the
     Plan  (the "Committee").  Subject to the provisions  of
     the   Plan,  the  Committee  shall  be  authorized   to
     interpret the Plan, to establish, amend and rescind any
     rules and regulations relating to the Plan, and to make
     all other determinations necessary or advisable for the
     administration of the Plan; provided, however, that the
     Committee shall have no discretion with respect to  the
     eligibility  or selection of Non-Employee Directors  to
     receive options under the Plan, the number of shares of
     stock  subject to any such options or the Plan, or  the
     purchase  price thereunder; and provided further,  that
     the  Committee shall not have the authority to take any
     action  or make any determination that would materially
     increase  the  benefits accruing to participants  under
     the  Plan.  The Committee's interpretation of the Plan,
     and  all actions taken and determinations made  by  the
     Committee   pursuant  to  the  powers  vested   in   it
     hereunder,  shall  be conclusive and binding  upon  all
     parties   concerned   including   the   Company,    its
     stockholders  and  persons granted  options  under  the
     Plan.   The  Chairman of the Board and Chief  Executive
     Officer of the Company shall be authorized to implement
     the  Plan in accordance with its terms and to  take  or
     cause  to be taken such actions of a ministerial nature
     as  shall  be  necessary to effectuate the  intent  and
     purposes thereof.
     
     4.   Participation in the Plan.
     
           All  active  members of the  Company's  Board  of
     Directors  who  are not as of the date  of  any  option
     grant   employees  of  the  Company  or  any   of   its
     subsidiaries  or  affiliates  shall  be   eligible   to
     participate in the Plan.  Directors emeritus shall  not
     be eligible to participate.
     
     5.   Non-Qualified Stock Options.
     
           Only non-qualified stock options ("options")  may
     be granted under this Plan.
     
     6.   Terms, Conditions and Form of Options.
     
           (a)   Option  Grant Dates.  Options  to  purchase
     2,000  shares of Stock (as adjusted pursuant to Section
     8) shall be automatically granted on an annual basis to
     each  eligible Non-Employee Director on March  1st  (or
     the  first succeeding business day thereafter on  which
     the  Company's Common Stock is traded on the  principal
     securities  exchange on which it  is  listed)  of  each
     year, commencing March 1, 1995.
     
          (b)  Exercise Price.  The exercise price per share
     of  stock for which each option is exercisable shall be
     100% of the fair market value per share of common stock
     on  the date the option is granted, which shall be  the
     average  of  the high and low price of the stock  based
     upon its consolidated trading as generally reported for
     the   principal  securities  exchange  on   which   the
     Company's common stock is listed.
     
           (c)   Exercisability and Term of  Options.   Each
     option  granted under the Plan shall become exercisable
     in  five  equal installments, commencing on  the  first
     anniversary   of  the  date  of  grant   and   annually
     thereafter.  Each option granted under the  Plan  shall
     expire  ten years from the date of grant, and shall  be
     subject to earlier termination as hereinafter provided.
     
           (d)  Termination of Service.  In the event of the
     termination  of service on the Board by the  holder  of
     any   option,   other  than  by  reason  of   mandatory
     retirement, permanent disability or death as set  forth
     in  paragraph (e) hereof, the then outstanding  options
     of  such holder shall be exercisable only to the extent
     that   they  were  exercisable  on  the  date  of  such
     termination  and shall expire three months  after  such
     termination,  or  on  their  stated  expiration   date,
     whichever occurs first.
     
           (e)   Retirement, Disability or  Death.   In  the
     event  of termination of service by reason of mandatory
     retirement  pursuant  to  Board  policy  or   permanent
     disability  of the holder of any option,  each  of  the
     then  outstanding options of such holder will  continue
     to  become exercisable in accordance with paragraph (c)
     above,  but  the holder shall be entitled  to  exercise
     such  options,  including  any  portions  thereof  that
     become exercisable after such termination, within  five
     years  of  such termination, but in no event after  the
     expiration  date of the option.  In the  event  of  the
     death  of  the holder of any option, each of  the  then
     outstanding   options  of  such  holder  shall   become
     immediately   exercisable  in  full,   and   shall   be
     exercisable by the holder's legal representative at any
     time within a period of five years after death, but  in
     no  event  after  the expiration date  of  the  option.
     However, if the holder dies within five years following
     termination  of  service  on the  Board  by  reason  of
     mandatory  retirement  or  permanent  disability,  such
     option shall be exercisable only until the later of (i)
     two  years after the holder's death or (ii) five  years
     after  such termination, or the expiration date of  the
     option, if earlier.
     
           (f)  Payment.  The option price shall be paid  in
     cash (whether or not such cash is loaned by the Company
     to   the  participant  for  such  purpose)  or  by  the
     surrender  of  shares of common stock of  the  Company,
     valued  at  their  fair market value  on  the  date  of
     exercise,  or  by  any combination  of  cash  and  such
     shares.
     
     7.  Shares of Stock Subject to the Plan.
     
          The  shares  that  may  be purchased  pursuant  to
     options under the Plan shall not exceed an aggregate of
     250,000  shares  of Company common stock  (as  adjusted
     pursuant  to  Section  8).  Any shares  subject  to  an
     option  grant  which  for  any  reason  expires  or  is
     terminated unexercised as to such shares shall again be
     available for issuance under the Plan.
     
     8.  Dilution and Other Adjustment.
     
          In  the  event  of any change in  the  outstanding
     shares  of Company stock by reason of any stock  split,
     stock      dividend,     recapitalization,      merger,
     consolidation,  combination or exchange  of  shares  or
     other   similar   corporate  change,   such   equitable
     adjustments  shall be made in the Plan and  the  grants
     thereunder, including the exercise price of outstanding
     options,  as the Committee determines are necessary  or
     appropriate,  including, if necessary, any  adjustments
     in  the maximum number of shares referred to in Section
     7 of the Plan.  Such adjustment shall be conclusive and
     binding for all purposes of the Plan.
     
     9.  Miscellaneous Provisions.
     
          (a)   Rights as Stockholder.  A participant  under
     the  Plan  shall have no rights as a holder of  Company
     common  stock with respect to option grants  hereunder,
     unless and until certificates for shares of such  stock
     are issued to the participant.
     
          (b)   Assignment or Transfer.  No options  granted
     under the Plan or any rights or interests therein shall
     be  assignable or transferable by a participant  except
     by  will  or  the  laws  of descent  and  distribution.
     During  the lifetime of a participant, options  granted
     hereunder are exercisable only by, and payable only to,
     the participant.
     
          (c)   Agreements.  All options granted  under  the
     Plan shall be evidenced by agreements in such form  and
     containing  such terms and conditions (not inconsistent
     with the Plan) as the Committee shall adopt.
     
         (d)  Compliance with Legal Regulations.  During the
     term  of  the Plan and the term of any options  granted
     under  the Plan, the Company shall at all times reserve
     and  keep  available such number of shares  as  may  be
     issuable under the Plan, and shall seek to obtain  from
     any  regulatory body having jurisdiction, including the
     Commissioner   of   Corporations  of   the   State   of
     California,  any  requisite authority required  in  the
     opinion  of counsel for the Company in order  to  grant
     options  to purchase shares of Company common stock  or
     to  issue  such  stock pursuant  thereto.   If  in  the
     opinion of counsel for the Company the transfer,  issue
     or sale of any shares of its stock under the Plan shall
     not  be  lawful for any reason, including the inability
     of  the Company to obtain from any regulatory body having
     jurisdiction  authority deemed by such  counsel  to  be
     necessary  to  such  transfer, issuance  or  sale,  the
     Company  shall not be obligated to transfer,  issue  or
     sell  any such shares.  In any event, the Company shall
     not  be obligated to transfer, issue or sell any shares
     to  any  participant  unless a  registration  statement
     which  complies  with the provisions of the  Securities
     Act  of 1933, as amended (the "Securities Act"), is  in
     effect at the time with respect to such shares or other
     appropriate action has been taken under and pursuant to
     the  terms and provisions of the Securities Act, or the
     Company receives evidence satisfactory to the Committee
     that the transfer, issuance or sale of such shares,  in
     the  absence of an effective registration statement  or
     other  appropriate  action,  would  not  constitute   a
     violation of the terms and provisions of the Securities
     Act.  The Company's obligation to issue shares upon the
     exercise of any option granted under the Plan shall  in
     any case be subject to the Company being satisfied that
     the shares purchased are being purchased for investment
     and not with a view to the distribution thereof, if  at
     the time of such exercise a resale of such shares would
     otherwise violate the Securities Act in the absence  of
     an  effective registration statement relating  to  such
     shares.
     
         (e)  Costs and Expenses.  The costs and expenses of
     administering  the Plan shall be borne by  the  Company
     and  not  charged to any option or to any  Non-Employee
     Director receiving an option.
     
     10. Amendment and Termination of the Plan.
     
          (a)   Amendments.  The Committee may from time  to
     time amend the Plan in whole or in part; provided, that
     no  such  action shall adversely affect any  rights  or
     obligations  with  respect to any  options  theretofore
     granted under the Plan, and provided further, that  the
     provisions  of  Sections 4 and  6  hereof  may  not  be
     amended more than once every six months, other than  to
     comport  with  change in the Internal Revenue  Code  or
     regulations thereunder.
     
          Unless the holders of at least a majority  of  the
     outstanding shares of Company common stock present,  or
     represented,  and  entitled to vote  at  a  meeting  of
     stockholders  shall  have first  approved  thereof,  no
     amendment  of the Plan shall be effective  which  would
     (i)  increase the maximum number of shares referred  to
     in  Section  7  of  the Plan or the  number  of  shares
     subject  to  options  that may be granted  pursuant  to
     section  6(a)  of  the  Plan to  any  one  Non-Employee
     Director or (ii) extend the maximum period during which
     options may be granted under the Plan.
     
          With  the  consent  of  the Non-Employee  Director
     affected,   the   Committee   may   amend   outstanding
     agreements  evidencing options  under  the  Plan  in  a
     manner not inconsistent with the terms of the Plan.
     
          (b)  Termination.  The Committee may terminate the
     Plan (but not any options theretofore granted under the
     Plan)  at  any  time.  The Plan (but  not  any  options
     theretofore granted under the Plan) shall in any  event
     terminate  on,  and no options shall be granted  after,
     December 31, 2004.
     
     11. Compliance with SEC Regulations.
     
          It is the Company's intent that the Plan comply in
     all  respects  with  Rule 16b-3  under  the  Securities
     Exchange Act of 1934, as amended (the "Exchange  Act"),
     and  any related regulations.  If any provision of this
     Plan  is later found not to be in compliance with  such
     Rule  and  regulations, the provision shall  be  deemed
     null  and  void.  All grants and exercises  of  options
     under  this  Plan shall be executed in accordance  with
     the  requirements of Section 16 of the Exchange Act and
     regulations promulgated thereunder.
     
     12. Governing Law.
     
          The validity and construction of the Plan and  any
     agreements entered into thereunder shall be governed by
     the laws of the State of Delaware.
     
     
     
                                           November 21, 1994
     
     
                                                 EXHIBIT 23a
     
    
               CONSENT OF INDEPENDENT ACCOUNTANTS
     
     February 23, 1995

     To the Board of Directors
     of The Walt Disney Company
     
     We agree to the incorporation by reference in this 
     Registration Statement on Form S-8,  and  in  the
     Section 10(a) prospectus referred to therein (1995 
     Stock Option Plan for Non-Employee Directors), of
     our  report  dated  November  21,   1994, appearing
     on  page  25  of The Walt  Disney  Company's
     Annual   Report  on  Form  10-K  for  the  fiscal year
     ended September 30, 1994.
     
     
    
     Price Waterhouse LLP
     
     Los Angeles, California