Rule 424(b)(3)
Registration No. 33-49891
PRICING SUPPLEMENT NO. 8 dated July 29, 1994
The Walt Disney Company
Medium-Term Notes
This Pricing Supplement amends and restates in its entirety
Pricing Supplement No. 8, dated July 29, 1994, which was filed
with the Commission on August 3, 1994.
This Pricing Supplement accompanies and supplements the
Prospectus dated August 27, 1993, as supplemented by the
Prospectus Supplement, dated September 10, 1993 (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: $60,000,000
Original Issue Price: PAR CUSIP No: 25469HBH5
Original Issue Discount: N/A
Original Issue Date: August 29, 1994
Stated Maturity: August 27, 2004
Yield to Maturity: N/A
Earliest Redemption Date: August 27, 1995 or any Interest
Payment Date thereafter (with at least
30 days' but no more than 60 days'
prior notice)
Redemption Price: The Notes are redeemable, in whole or in part,
at 100% of Par Amount plus accrued interest
to the Redemption Date
Interest Rate Per Annum (for Fixed Rate Notes):
The interest rate per annum payable on the Notes for each of
the periods set forth below shall be the interest rate set
forth opposite such period below:
Period -- Interest Rate Per Annum
From and including August 29, 1994 to but excluding
August 27, 1995 -- 7.375%
From and including August 27, 1995 to but excluding
August 27, 1996 -- 7.500%
From and including August 27, 1996 to but excluding
August 27, 1997 -- 7.625%
From and including August 27, 1997 to but excluding
August 27, 1998 -- 7.750%
From and including August 27, 1998 to but excluding
August 27, 1999 -- 8.000%
From and including August 27, 1999 to but excluding
August 27, 2000 -- 8.250%
From and including August 27, 2000 to but excluding
August 27, 2001 -- 8.500%
From and including August 27, 2001 to but excluding
August 27, 2002 -- 9.000%
From and including August 27, 2002 to but excluding
August 27, 2003 -- 9.500%
From and including August 27, 2003 to but excluding
August 27, 2004 -- 10.00%
Interest Rate Provisions (for Floating Rate Notes):
Initial Interest Rate: % per annum
Base Rate or Rates:
[ ] Commercial Paper Rate
[ ] LIBOR:
[ ] Reuters Monitor Money Rates Service
[ ] Telerate Service
[ ] Treasury Rate
[ ] Prime Rate
[ ] Federal Funds Rate
[ ] CD Rate
[ ] Other:
Spread: ________
Spread Multiplier:_______%
Index Maturity:
[ ] 1 Month
[ ] 3 Months
[ ] 6 Months
[ ] 1 Year
[ ] Other (specify) _______________________
Maximum Interest Rate:_____% per annum
Minimum Interest Rate:_____% per annum
Interest Payment Dates:
[ ] Third Wednesday of each month
[ ] Third Wednesday of each March, June,
[ ] Third Wednesday of each __________________
and _______________________
[ ] Third Wednesday of each __________________
[X] Other (specify) Semiannually on August 27 and
February 27, commencing on February 27, 1995
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:
[ ] Daily
[ ] Weekly
[ ] Monthly
[ ] Quarterly
[ ] Semiannually
[X] Annually
Interest Reset Dates:
[ ] As specified in Prospectus Supplement
[X] Other (specify) August 27 of each year
Interest Determination Date:
[ ] As specified in Prospectus Supplement
[ ] Other (specify) ____________________
Purchase of Notes at Option of Holder
Purchase Purchase
Date(s): N/A Price(s): N/A
Calculation Agent: Salomon Brothers Inc
Certain Federal Income Tax Consequences
The Notes will be treated, for Federal income tax purposes, as a
series of short-term debt instruments issued without original
issue or acquisition discount. Accordingly, the payment of
interest on the Notes will be treated as ordinary interest income
and will be includible in income when received or accrued in
accordance with the holder's method of accounting.
Plan of Distribution
Pursuant to a Letter Agreement dated July 29, 1994 between The
Walt Disney Company (the "Company") and Salomon Brothers Inc
("Salomon"), Salomon has been selected and designated as an Agent
under the Distribution Agreement dated September 10, 1993 between
the Company and Goldman, Sachs & Co., Lehman Brothers, Lehman
Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Morgan Stanley & Co. Incorporated,
solely with respect to the purchase, as principal, of the Notes.
In the ordinary course of their respective businesses, affiliates
of Salomon have engaged, and may in the future engage, in
commercial banking and investment banking transactions with the
Company and its affiliates.
Salomon has advised the Company that they propose initially to
offer part of the Notes directly to the public at the public
offering price of 100% of the principal amount thereof, and part
to certain dealers at a price which represents a concession not
in excess of 1% of the principal amount of the Notes. After the
initial offering of the Notes, the offering price and other
selling terms may from time to time be varied by Salomon.
