WALT DISNEY CO/
8-A12B, 2000-02-18
MISCELLANEOUS AMUSEMENT & RECREATION
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                               FORM 8-A

                  SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20519

           FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OF THE
                  SECURITIES AND EXCHANGE ACT OF 1934

                                  AND

                   LISTING OF SUCH SECURITIES ON THE
                     NEW YORK STOCK EXCHANGE, INC.

                        THE WALT DISNEY COMPANY
          (Exact names of Registrant as specified in charter)

          Delaware                       95-4545390
          --------                       ----------
(State of Incorporation)    (I.R.S. employer identification no.)


     500 S. Buena Vista Street, Burbank, CA          91521
     --------------------------------------          -----
         (Address of principal offices)           (Zip Code)



        Securities  to be registered pursuant to Section 12(b)
          of the Securities Exchange Act of 1934 (the "Act")

    Title of each class               Name of Exchange on which
    To be so registered              each class to be registered

     7.30% Global Notes                New York Stock Exchange
    due February 8, 2005


     This  form relates to the registration of a class  of  "debt
     securities",  as defined in Rule 3a12-11(c) under  the  Act,
     pursuant  to  Section  12(b) of the  Act  and  is  effective
     pursuant to General Instruction A. (c).  The issuer of these
     securities  is  subject  to  and  in  compliance  with   the
     reporting requirements under Section 13 or Section 15(d)  of
     the Act.

     The  offer and sale of these securities were registered with
     the Commission under the Securities Act of 1933.

     Securities Act registration statement file number  to  which
     this  form relates (for any registration statement that  the
     issuer is filing concurrently with this form): NA

     All   requisite  approvals  and  authorizations  have   been
     received, and required supporting documents relating to this
     transaction  have  been  filed  with  the  New  York   Stock
     Exchange.  Pursuant to the requirements of Section 12 of the
     Act,   the  registrant  has  duly  caused  the  registration
     statement  to  be  signed on its behalf by the  undersigned,
     thereto duly authorized.

     In  connection  with the issuance of these  securities,  the
     issuer has received opinion(s) of counsel covering the valid
     existence of the issuer; the due authorization of  the  debt
     securities   subject   to   this  application   (the   "Debt
     Securities");  the  validity of  the  Debt  Securities;  the
     qualification of the indenture under the Trust Indenture Act
     of  1939,  if  applicable;  and, the  effectiveness  of  the
     securities  under  the Securities Act of 1933,  or,  if  not
     registered, the reasons why not.

     Registrant   The Walt Disney Company
                  -----------------------

     Date         February 15, 2000
                  -----------------------

     By           /s/ David K. Thompson
                  -----------------------


                        Listing Application to
                     New York Stock Exchange, Inc.
                               (25468P)

     The  New  York  Stock Exchange, Inc. hereby  authorizes  the
     above  referenced debt securities of The Walt Disney Company
     and  certifies to the Securities and Exchange Commission its
     approval for the listing and registration of such securities
     under the Act:


     By: ___________________
         Janice O'Neill
         Vice President
         Listing Operations







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