SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rasulo James A

(Last)

(First)

(Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

91521

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WALT DISNEY CO/ [ DIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Exec VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Disney Common Stock	01/09/2010		A		36,250.6481⁽¹⁾	A	$31.735	36,250.6481	D
Disney Common Stock	01/09/2010		M		18,330.748⁽²⁾	A	$31.735	54,581.3961	D
Disney Common Stock	01/09/2010		M		12,709.5602⁽²⁾	A	$31.735	67,290.9563	D
Disney Common Stock	01/09/2010		F		5,933.5602⁽³⁾	D	$31.735	61,357.3961	D
Disney Common Stock	01/09/2010		F		8,558.748⁽⁴⁾	D	$31.735	52,798.6481	D
Disney Common Stock	01/09/2010		F		16,922.6481⁽⁵⁾	D	$31.735	35,876	D
Disney Common Stock								19,620.5026⁽⁶⁾	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Unit Award	$0⁽⁷⁾	01/09/2010		M			18,330.748⁽²⁾	⁽⁸⁾	01/09/2010	Disney Common Stock	18,330.748	$0	0	D
Phantom Stock Unit Award	$0⁽⁷⁾	01/09/2010		M			12,709.5602⁽²⁾	⁽⁹⁾	01/09/2012	Disney Common Stock	12,709.5602	$0	12,709	D

Explanation of Responses:

1. Awarded upon achievment of performance criteria for long-term incentive awards made during the Company's 2006 fiscal year previously referred to in a footnote on a Form 3 dated January 5, 2010. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.

2. Vesting of shares connected with grant under The Walt Disney Company's Stock Incentive Plan, previously reported on a Form 3 dated January 5, 2010. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.

3. The 5,933.5602 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares.

4. The 8,558.7480 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares.

5. The 16,922.6481 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares.

6. Shares held in The Walt Disney Stock Fund as of January 4, 2010. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

7. Converts at 1-for-1.

8. The stock unit award is fully vested.

9. The award is scheduled to vest as to its remaining 12,500 stock units plus dividend equivalent units on these units on January 9, 2012, subject to certain vesting conditions and subject to acceleration in certain instances.

Remarks:

	Joseph M. Santaniello (POA on file)	01/12/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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