Rule 424(b)(3)
Registration No. 33-62777
PRICING SUPPLEMENT NO. 5 dated July 15, 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: Varying prices related to prevailing
market prices
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CUSIP No: 25468PAE6
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Proceeds to the Company: $48,950,000
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Discount or Commission to Agents: $1,050,000
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Original Issue Discount: N/A
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Original Issue Date: July 25, 1996
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Stated Maturity: July 25, 2011
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Yield to Maturity: N/A
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Earliest Redemption Date: July 25, 2000 or any Interest Payment
Date occurring in January or July
thereafter up to but not including the
Maturity Date (with at least 30
calendar days' but no more than 60
calendar days' prior notice).
Redemption Price: The Notes are redeemable, in whole but not in
part, at 100% of principal amount plus accrued
interest to the Redemption Date.
Interest Rate Per Annum (for Fixed Rate Notes): 7.35%
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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) Monthly on the 25th of each
month commencing August 25, 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:
/X/ Monthly
/ / Quarterly
/ / Semiannually
/ / Annually
Calculation Agent: Citibank, N.A.
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Plan of Distribution:
Merrill Lynch, Pierce, Fenner & Smith Incorporated has
acted as principal with respect to the purchase of the
Notes.
