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Rule 424(b)(3)
Registration No. 33-62777
PRICING SUPPLEMENT NO. 2 dated May 14, 1996
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THE WALT DISNEY COMPANY
MEDIUM-TERM NOTES
This Pricing Supplement accompanies and supplements the Prospectus dated March
7, 1996, as supplemented by the Prospectus Supplement, dated March 7, 1996 (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: $50,000,000
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Original Issue Price: 100% CUSIP No: 25468PAB2
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Proceeds to the Company: $50,000,000
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Discount or Commission to Agents: 0
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Original Issue Discount: N/A
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Original Issue Date: May 24, 1996
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Stated Maturity: May 24, 2011
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Yield to Maturity: N/A
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Initial Maturity (for Renewable Notes):
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Final Maturity (for Renewable Notes):
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Earliest Redemption Date: MAY 24, 1998 OR ANY INTEREST PAYMENT DATE
THEREAFTER UP TO BUT NOT INCLUDING THE MATURITY
DATE (WITH AT LEAST 30 DAYS' BUT NO MORE THAN 60
DAYS' PRIOR NOTICE)
Redemption Price: THE NOTES ARE REDEEMABLE, IN WHOLE BUT NOT 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:
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<CAPTION>
PERIOD INTEREST RATE PER ANNUM
<S> <C>
From and including May 24, 1996 to but excluding May 24, 1997 7.25%
From and including May 24, 1997 to but excluding May 24, 1998 7.25%
From and including May 24, 1998 to but excluding May 24, 1999 7.30%
From and including May 24, 1999 to but excluding May 24, 2000 7.35%
From and including May 24, 2000 to but excluding May 24, 2001 7.40%
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From and including May 24, 2001 to but excluding May 24, 2002 7.45%
From and including May 24, 2002 to but excluding May 24, 2003 7.50%
From and including May 24, 2003 to but excluding May 24, 2004 7.55%
From and including May 24, 2004 to but excluding May 24, 2005 7.60%
From and including May 24, 2005 to but excluding May 24, 2006 7.75%
From and including May 24, 2006 to but excluding May 24, 2007 8.00%
From and including May 24, 2007 to but excluding May 24, 2008 8.25%
From and including May 24, 2008 to but excluding May 24, 2009 8.50%
From and including May 24, 2009 to but excluding May 24, 2010 9.00%
From and including May 24, 2010 to but excluding May 24, 2011 10.00%
Interest Rate Provisions (for Floating Rate Notes):
Initial Interest Rate: % per annum
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Base Rate or Rates:
/ / Commercial Paper Rate
/ / LIBOR:
/ / Reuters Monitor Money Rates Service
/ / Dow Jones Telerate Service
/ / Index Currency
/ / Treasury Rate
/ / Prime Rate
/ / Federal Funds Rate
/ / CD Rate
/ / CMT Rate
/ / Dow Jones Telerate Page 7055
/ / Dow Jones Telerate Page 7052
/ / Week
/ / Month
/ / CMT Maturity Index:
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/ / Other:
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Spread: %
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Spread Multiplier: %
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Index Maturity:
/ / 1 Month
/ / 3 Months
/ / 6 Months
/ / 1 Year
/ / Other (specify)
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Maximum Interest Rate: % per annum
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Minimum Interest Rate: % per annum
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Interest Payment Dates:
/ / Third Wednesday of each month
/ / Third Wednesday of each March, June,
September and December
/ / Third Wednesday of each
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and
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/ / Third Wednesday of each
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/X/ Other (specify): SEMIANNUALLY ON MAY 24 AND NOVEMBER 24, COMMENCING
ON NOVEMBER 24, 1996
Regular Record Dates:
/X/ Fifteenth day (whether or not a Business Day)
immediately preceding the related Interest
Payment Date
/ / Other (specify)
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Interest Payment Period:
/ / Monthly
/ / Quarterly
/X/ Semiannually
/ / Annually
/ / Other:
Interest Reset Period:
/ / Daily
/ / Weekly
/ / Monthly
/ / Quarterly
/ / Semiannually
/X/ Annually
Interest Reset Dates:
/ / As specified in Prospectus Supplement
/X/ Other (specify): May 24 of each year
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Interest Determination Date:
/ / As specified in Prospectus Supplement
/ / Other (specify)
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Purchase of Notes at Option of Holder
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Purchase Purchase
Date(s): Price(s):
Calculation Agent: Citibank, N.A.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The Notes will be treated, for Federal income tax purposes, as a series of 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 May 14, 1996 between The Walt Disney
Company (the "Company") and Smith Barney Inc. ("Smith Barney"), Smith Barney has
been selected and designated as an Agent under the Distribution Agreement dated
March 7, 1996 between the Company and Bear, Stearns & Co. Inc., CS First Boston
Corporation, Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc.
and Morgan Stanley & Co. Incorporated, solely with respect to the purchase, as
principal, of the Notes. Smith Barney has advised the Company that it proposes
to initially offer the Notes to the public at the public offering price of 100%
of the principal amount thereof. In the ordinary course of their respective
businesses, affiliates of Smith Barney have engaged, and may in the future
engage, in commercial banking and investment banking transactions with the
Company and its affiliates.
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