Rule 424(b)(3)
Registration No. 333-52659
PRICING SUPPLEMENT NO.: 2 dated November 5, 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: $100,000,000
Original Issue Price: 100%
CUSIP No: 25468PAX4
Proceeds to the Company: $99,865,000
Discount or Commission to Agents: $135,000
Original Issue Discount: N/A
Original Issue Date: November 10, 1998
Stated Maturity: November 10, 2003
Yield to Maturity: N/A
Initial Maturity (for Renewable Notes): N/A
Final Maturity (for Renewable Notes): N/A
Earliest Redemption Date: N/A
Redemption Price: N/A
Interest Rate Per Annum (for Fixed Rate Notes): 5.25%
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
May 10, 1999 and thereafter the Interest
Payment Dates will be May 10th and
November 10th each year.
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: Bear Stearns & Co. Inc. has acted as principal with
respect to the purchase of the Notes.
