Rule 424(b)(3)
Registration No. 333-52659
PRICING SUPPLEMENT NO. 3 dated November 20, 1998
THE WALT DISNEY COMPANY
Medium-Term Notes
This Pricing Supplement accompanies and supplements the Prospectus
dated August 6, 1998, as supplemented by the Prospectus Supplement,
dated August 6, 1998 (the "Prospectus Supplement").
The Notes have the following terms (as applicable):
Rate: /X/ Fixed Rate / / Floating Rate / / Zero Coupon
/ / Discount
Form: /X/ Book-Entry / / Definitive
Principal Amount: $300,000,000
Original Issue Price: 99.970%
CUSIP No: 25468PAY2
Proceeds to the Company: $297,960,000
Discount or Commission to Agents: $1,950,000
Original Issue Discount: 0.03%
Original Issue Date: December l, 1998
Stated Maturity: December 1, 2008
Yield to Maturity: 5.624%
Initial Maturity (for Renewable Notes): N/A
Final Maturity (for Renewable Notes): N/A
Earliest Redemption Date/Redemption Price: The Company has the option to
redeem the Notes at par, in whole
or in part, at any time on or after
December 1, 2005 and prior to
maturity, upon not less than 30
days' nor more than 60 days' prior
notice, plus accrued interest, to
the date of redemption.
Interest Rate Per Annum (for Fixed Rate Notes): 5.620%
Interest Rate Provisions (for Floating Rate Notes): N/A
Interest Payment Dates:
/ / Third Wednesday of each month
/ / Third Wednesday of each March, June,
September and December
/ / Third Wednesday of each ________________
and _________________
/ / Third Wednesday of each ________________
/X/ Other (specify): The first Interest Payment Date will be
June 1, 1999 and thereafter the
Interest Payment Dates will be the 1st
day of each June and December during
the term of the Notes.
Regular Record Dates:
/X/ Fifteenth day (whether or not a Business Day)
immediately preceding the related Interest
Payment Date
/ / Other (specify) __________
Interest Payment Period:
/ / Monthly
/ / Quarterly
/X/ Semiannually
/ / Annually
Interest Reset Period: N/A
/ / Daily
/ / Weekly
/ / Monthly
/ / Quarterly
/ / Semiannually
/ / Annually
Interest Reset Dates: N/A
/ / As specified in Prospectus Supplement
/ / Other (specify) __________
Interest Determination Date: N/A
/ / As specified in Prospectus Supplement
/ / Other (specify) __________
Purchase of Notes at Option of Holder: N/A
Purchase ______ Purchase ______
Date(s): ______ Price(s): ______
Calculation Agent: N/A
Plan of Distribution: Goldman, Sachs & Co. has acted as agent for
the Company in connection with the sale of the Notes.
