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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIER EVENT REPORTED):
March 7, 1996
THE WALT DISNEY COMPANY
DISNEY ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
DELAWARE
(STATE OR JURISDICTION OF INCORPORATION)
33-62777 95-4545390
1-4083 95-0684440
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
500 SOUTH BUENA VISTA STREET, BURBANK, CALIFORNIA 91521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(818) 560-1000
(REGISTRANT'S TELEPHONE NUMBER)
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ITEM 5. OTHER EVENTS
On November 30, 1995, the Securities and Exchange Commission
declared effective the Registration Statement on Form S-3 (No. 33-62777) of
The Walt Disney Company and Disney Enterprises, Inc. (collectively, the
"Company"), permitting the Company to issue an aggregate of $5,000,000,000 of
debt securities, preferred stock and warrants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 23.2 Consent of Independent Accountants (Price
Waterhouse LLP)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
THE WALT DISNEY COMPANY
Date: March 7, 1996 By: /s/ David K. Thompson
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David K. Thompson
Senior Vice President - Assistant
General Counsel
DISNEY ENTERPRISES, INC.
Date: March 7, 1996 By: /s/ David K. Thompson
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David K. Thompson
Senior Vice President - Assistant
General Counsel
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated November 27, 1995 appearing on page 32 of The Walt Disney Company's
Annual Report on Form 10-K for the year ended September 30, 1995. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Los Angeles, California
March 7, 1996
