SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
01/01/2010

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

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Disney Common Stock	19,620.5026⁽¹⁾	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Unit Award	⁽²⁾	01/09/2010	Disney Common Stock	18,330.748⁽³⁾	⁽⁴⁾	D
Phantom Stock Unit Award	⁽⁵⁾	01/10/2011	Disney Common Stock	12,976.4186⁽³⁾	⁽⁴⁾	D
Phantom Stock Unit Award	⁽⁶⁾	01/09/2012	Disney Common Stock	25,418.5602⁽³⁾	⁽⁴⁾	D
Phantom Stock Unit Award	⁽⁷⁾	01/14/2013	Disney Common Stock	33,302	⁽⁴⁾	D
Stock Option (Right to Buy)	⁽⁸⁾	01/14/2016	Disney Common Stock	112,000	$20.81	D
Stock Option (Right to Buy)	⁽⁹⁾	01/22/2014	Disney Common Stock	150,000	$24.635	D
Stock Option (Right to Buy)	⁽¹⁰⁾	01/09/2013	Disney Common Stock	110,000	$24.865	D
Stock Option (Right to Buy)	⁽⁹⁾	06/27/2012	Disney Common Stock	20,000	$25.805	D
Stock Option (Right to Buy)	⁽⁹⁾	01/03/2012	Disney Common Stock	80,000	$28.035	D
Stock Option (Right to Buy)	⁽¹¹⁾	01/09/2015	Disney Common Stock	105,264	$29.895	D
Stock Option (Right to Buy)	⁽⁹⁾	02/05/2011	Disney Common Stock	100,000	$30.225	D
Stock Option (Right to Buy)	⁽⁹⁾	01/24/2010	Disney Common Stock	100,000	$32.875	D
Stock Option (Right to Buy)	⁽¹²⁾	01/10/2014	Disney Common Stock	99,000	$34.265	D

Explanation of Responses:

1. 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.

2. This Stock Unit Award was granted under The Walt Disney Company's Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to its remaining 18,330.7480 stock units on January 9, 2010, subject to certain vesting conditions and subject to acceleration in certain instances. In connection with this stock unit award, the reporting person also was awarded 34,485 restricted stock units whose vesting is subject to performance criteria.

3. Includes dividend equivalent units accrued since the date of award.

4. Converts at 1-for-1.

5. This Stock Unit Award was granted under The Walt Disney Company's Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to its remaining 12,251.50 stock units plus dividend equivalent units on these units on January 10, 2011, subject to certain vesting conditions and subject to acceleration in certain instances. In connection with this stock unit award, the reporting person also was awarded 24,503 restricted stock units, 12,251.5 of which (plus dividend equivalent units) have not yet vested, and whose vesting is subject to performance criteria.

6. This Stock Unit Award was granted under The Walt Disney Company's Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to 12,500 stock units plus dividend equivalent units on these units on each January 9 of 2010 and 2012, subject to certain vesting conditions and subject to acceleration in certain instances. In connection with this stock unit award, the reporting person also was awarded 25,000 restricted stock units whose vesting is subject to performance criteria.

7. This Stock Unit Award was granted under The Walt Disney Company's Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to 8,325 stock units plus dividend equivalent units on these units on each January 14 of 2010 and 2012, and as to 8,326 stock units plus dividend equivalent units on these units on each January 14 of 2011 and 2013, subject to certain vesting conditions and subject to acceleration in certain instances. In connection with this stock unit award, the reporting person also was awarded 33,302 restricted stock units whose vesting is subject to performance criteria.

8. Option was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The option vests in four installments of 28,000 shares on each January 14 of 2010, 2011, 2012, and 2013.

9. Option was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The option is fully vested.

10. Option was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The remaining unvested portion of the option vests in a single installment of 27,500 shares on January 9, 2010.

11. Option was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The remaining unvested portion of the option vests in three installments of 26,316 shares on each January 9 of 2010, 2011, and 2012.

12. Option was granted under The Walt Disney Company's Amended and Restated Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The remaining unvested portion of the option vests in two installments of 24,750 shares on each January 10 of 2010 and 2011.

Remarks:

	Joseph M. Santaniello (POA on file)	01/05/2010
	** 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 5 (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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