WALT DISNEY CO/
10-Q/A, 1999-04-12
MISCELLANEOUS AMUSEMENT & RECREATION
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                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549



                             FORM 10-Q / A


          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended December 31, 1998   Commission File Number 1-11605



                           The Walt Disney Company

Incorporated in Delaware                  I.R.S. Employer Identification
                                                        No. 95-4545390


        500 South Buena Vista Street, Burbank, California 91521

                             (818) 560-1000


      Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.


      YES      X       NO           


There were 2,055,792,165 shares of common stock outstanding as of February 10,
1999 (including 304,203 shares held by TWDC Stock Compensation Fund, an
affiliate of the Company).


<PAGE>
                       PART II. OTHER INFORMATION
                        THE WALT DISNEY COMPANY


Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits
        10 Letter agreement, dated December 29, 1998, between the Company 
           and Michael D. Eisner

(b)   Reports on Form 8-K
         1 Current Report on Form 8-K dated November 18, 1998, with
           respect to the Company's acquisition of an interest in
           Infoseek Corporation

<PAGE>
                        THE WALT DISNEY COMPANY





                               SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.











                               THE WALT DISNEY COMPANY
                               (Registrant)





                               By /s/ Thomas O. Staggs             

                                  Thomas O. Staggs
                                  Executive Vice President and
                                  Chief Financial Officer


April 12, 1999
Burbank, California




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