UNITED STATES
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                                  FORM 10-K/A
 
             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended September 30, 1998        Commission File Number 1-
                                                    11605
 
 
                       [LOGO OF THE WALT DISNEY COMPANY]
 
Incorporated in Delaware                            I.R.S. Employer
                                                    Identification
500 South Buena Vista Street, Burbank, California 91521
(818) 560-1000                                            No. 95-4545390
 
 
Securities Registered Pursuant to Section 12(b) of the Act:
                                                    Name of Each Exchange
 
                                                      on Which Registered
Title of Each Class
 
 
                                                    New York Stock Exchange
Common Stock, $.01 par value                        Pacific Stock Exchange
 
Securities Registered Pursuant to Section 12(g) of the Act: None.
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes   X   No
  Indicate by check mark if disclosure of delinquent filers pursuant to Rule
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
  As of November 30, 1998, the aggregate market value of registrant's common
stock held by non-affiliates (based on the closing price on such date as
reported on the New York Stock Exchange-Composite Transactions) was $66.0
billion. All executive officers and directors of registrant and all persons
filing a Schedule 13D with the Securities and Exchange Commission in respect
to registrant's common stock have been deemed, solely for the purpose of the
foregoing calculation, to be "affiliates" of the registrant.
  There were 2,050,798,550 shares of common stock outstanding as of December
17, 1998 (including 507,300 shares held by TWDC Stock Compensation Fund, an
affiliate of the Company).
 
                      Documents Incorporated by Reference
 
  Certain information required for Part III of this report is incorporated
herein by reference to the proxy statement for the 1999 annual meeting of the
Company's stockholders.

 
                                   SIGNATURES
 
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
                                         THE WALT DISNEY COMPANY
                          -----------------------------------------------------
                                              (Registrant)
 
                                                             
Principal Financial and Accounting
Officers
THOMAS O. STAGGS                     Executive Vice President and    April 12, 1999
- ----------------------------------   Chief Financial Officer
(Thomas O. Staggs)                   
 
JOHN J. GARAND                       Senior Vice President-          April 12, 1999
- ----------------------------------   Planning and Control
(John J. Garand)