8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   __________

                                    FORM 8-K

                                CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934


               Date of Report (Date of Earliest Event Reported):

                                 October 3, 2001

                                   __________


                             THE WALT DISNEY COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                    DELAWARE
                   (STATE OF JURISDICTION OF INCORPORATION)


       1-11605                                               95-4545390
(COMMISSION FILE NUMBER)                                    (IRS EMPLOYER
                                                           IDENTIFICATION NO.)


500 South Buena Vista Street, Burbank, California               91521
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)


                                 (818) 560-1000
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


                                 Not applicable
             (FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)



Item 9. Regulation FD Disclosure.

     On October 3, 2001, Robert A. Iger, President of the Registrant, made a
presentation at the Goldman Sachs "Communacopia" conference in New York City.
A copy of the text of the presentation is filed herewith as Exhibit 99.

     The Registrant believes that certain statements in the Presentation may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are made on the
basis of management's views and assumptions regarding future events and
business performance as of the time the statements are made. Actual results
may differ materially from those expressed or implied. Information concerning
factors that could cause actual results to differ materially from those in
forward-looking statements is contained from time to time in the Registrant's
filings with the U.S. Securities and Exchange Commission (the "SEC"),
including the Registrant's annual report on Form 10-K for the year ended
September 30, 2000. Copies of these filings may be obtained by contacting the
Registrant or the SEC.

Item 7. Financial Statements and Exhibits.

(c) Exhibits

    99 Presentation of Robert A. Iger (October 3, 2001).


                                     SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           THE WALT DISNEY COMPANY



                                           By: /s/ David K. Thompson
                                               ---------------------------
                                               David K. Thompson
                                               Senior Vice President
                                               Assistant General Counsel

Dated: October 3, 2001

EX-99

                                                                     EXHIBIT 99


                   GOLDMAN SACHS COMMUNACOPIA CONFERENCE
                      Presentation of Robert A. Iger
                    President, The Walt Disney Company
                              October 3, 2001


   Good morning. It's great to be here to represent The Walt Disney
Company.

   Before I begin, I'd like to acknowledge the important role that was
played by our nation's news organizations and the excellent job I think they
all did covering a story of such immense proportion. In particular, I'd like
to note the unbelievable job ABC News did in providing an unprecedented
ninety-one hours of consecutive, uninterrupted coverage and analysis.
Throughout the week, ABC offered millions of people across the country access
to events surrounding this fateful day in history in what I consider to be an
unbelievably exemplary manner.

Today I'm going to offer you some insights into our businesses, taking into
account the events of three weeks ago. I'm also going to offer observations
with respect to general market conditions, focusing on the advertising
marketplace in particular. In light of recent events, I believe even more in
the value of family entertainment, with our strong portfolio of brands and
historically resilient businesses. I want to stress how optimistic I am
about the long-term prospects of the company. However, as you will hear in
this speech, I'm going to offer little specific guidance about Fiscal 2002.
It's just too early to tell.

Starting with the advertising marketplace, just yesterday I met with the
heads of the major media buying groups and our own sales teams at ABC and
ESPN. And based on these conversations, let me offer a few truths and
misconceptions and trends regarding general marketplace conditions. The
first truth is that the market was soft prior to the events of September 11.
We certainly all know that.

The popular misconception is that we are now operating in a significantly
changed network ad marketplace when this is not



necessarily the case. Although a small percentage of ABC's ad budgets were
completely lost in this last quarter due to the program pre-emptions, the
loss was principally associated with advertisers pulling out because they had
date-specific promotions which could not easily shift to another quarter. In
actuality, the ABC television network retained well over ninety percent of
the ad revenues slated to be spent during the pre-emptive program period,
with some revenue shifting to this quarter where inventory was available.

In cable the slow economy and a surplus of inventory are resulting in a
general downward pressure on CPMs. However, according to the agencies I
spoke to, the dominant networks and brands, such as ESPN, for instance, are
retaining market share and holding CPMs to levels significantly better than
the less valuable and less differentiated networks.

There are a couple of key trends that are occurring in the advertising
business overall that I think are important to note. The first is that
buying is extremely short term. For the last year, agencies and advertisers
have shown a reluctance to commit long-term advertising budgets, largely due
to economic uncertainty. As a result, reading the strength of the scatter
marketplace into 2002 is difficult at best.

ABC is actually experiencing a relatively strengthened scatter marketplace,
in part due to the re-expression of the ad dollars I discussed earlier - the
movement of the dollars from last quarter into this quarter. And if this
trend continues, there may be an up side in this quarter depending on ratings
performance, which I'll get to later.

If anything, the events of September 11 contributed greater uncertainty to an
already uncertain market. As I mentioned, buying was very short-term prior
to September 11; if anything, that pattern has been exacerbated. Another key
trend is how dramatic the consolidation is on the ad buying side. This
requires continuous evolution of sales strategies and thus two initiatives
emerge at ABC. The first is what's called ABC Unlimited, which has been in
existence for over two years. The goal of this group is not to serve bargain
hunters or bottom feeders or opportunists, but advertisers in search of
creative business means in which to reach both broad and niche demographics
across the strongest brand in the media industry, or our own media platforms.
Although we're committed to increasing the market share of our media assets,
we have no intention of forfeiting our performance



premiums. Additionally, our media networks are likely to restructure their
sales groups to better service specific agencies across all platforms.
Again, this is the result of the unbelievable consolidation in media buying.

It was the unanimous opinion of the people I met with, and I concur, that the
softness in the advertising marketplace is going to continue well into 2002
with no visible signs of sustained recovery. And as I stated earlier, the
impact of the events on September 11 is at best premature to judge, and in
some cases may have actually been overstated. Again, it's just too soon to
tell.

Now addressing some of our specific businesses, I'd like to start with ESPN.
Although impacted by the economic downturn, fortunately over fifty percent of
ESPN's revenue structure is protected from market conditions, with growth
contractually guaranteed. Unlike the majority of its cable competition, ESPN
maintains its up front market share with fifteen percent of its business
coming from new advertisers. Fifty percent of this business had multimedia
components, including TV, radio, the Internet, and print. And it's worth
noting that in the days immediately following September 11, ESPN's ratings
declined due to the cancellation of all sports events. But with the return
of regularly scheduled games, ratings have been much stronger, as you'd
expect.

Aside from cross-platform maximization and brand expansion, as we've
discussed many times, ESPN is focused on strengthening ratings, developing
more proprietary content to drive ratings, and maintaining and growing its
worldwide leadership in sports across all technological platforms. Of course
we seek to accomplish all of these things without losing that special ESPN
attitude.

Turning to ABC: In the last week, ABC launched its new Fall season, capturing
its strongest weekly delivery in six months in key young adult demographics.
Based on the results of premier week, I'm encouraged by our performance and
it seems the country is returning to its regular viewing habits. In the last
week we've premiered four new series, as well as new time periods for our
returning signature series, and one of our most promising series, "Alias",
premiered last Sunday night and was the number one show in its time period,
and number one drama to debut on the major networks among young adults.



In addition to "Alias", ABC had strong premiers for "Philly", "Thieves", "My
Wife and Kids", "The Practice", and "Spin City". Beyond prime time, ABC's
daytime division again finished number one in its key sales demographic of
women 18 to 49 for the 25th consecutive year. And in news, the outstanding
reporting provided by Peter Jennings in recent weeks has benefited the
performance of "World News Tonight", which was number one among adults 25 to
54 and total viewers last week, and actually finished the year ahead of the
prior year, despite general evening news decline.

Turning to our theme parks and resorts, there are obvious concerns with
regard to the travel and leisure industry. And although we had an immediate
attendance drop-off, which you'd expect, in the days following September 11,
due largely to the interruption in air travel, and a limited number of
cancellations of advance bookings over the next month, our attendance levels
continue to show signs of improvement. In fact, attendance last weekend at
Walt Disney World was nearly equal to last year's level for the same period.
Our theme parks and resorts business remains uncertain because it is far too
soon to predict the impact of recent events, or how long current conditions
will last. We're contending with soft market conditions on two fronts,
aggressively managing our costs, actually reducing our operating expenses,
and very aggressive and strategic marketing. We're particularly excited
about Walt Disney World's "100 Years of Magic" celebration, honoring the
legacy and birth of Walt Disney, which launched this week. This important
celebration brings special events to our Orlando parks throughout the year.
"100 Years of Magic" has strong awareness and has been promoted since July
with advertising and additional promotional support from corporate alliance
partners such as McDonald's, Coca Cola, American Express, Kellogg's and
National Car Rental.

Our national television campaign just started, which communicates a
compelling call to action to consumers to visit Walt Disney World, and as was
the case for the Millennium celebration, this event should have a significant
effect on our business. In addition, to stimulate travel you will see
aggressive marketing campaigns across all of our media assets for our parks,
reminding consumers of their entertainment value.

In the last quarter of fiscal 2001, I traveled to Tokyo for the opening of
our newest park, Tokyo DisneySea. The original Tokyo Disneyland park
surpassed the worldwide annual



single park attendance record the weekend of September 22. And we
successfully opened our spectacular Tokyo DisneySea Park on September 4, with
seven ports of call, 22 new attractions, and the beautiful Hotel MiraCosta.
At this point, attendance at Tokyo DisneySea is meeting our expectations and
forecast spending is actually exceeding expectations.

While I was in Asia, I also visited the site of our future Hong Kong
Disneyland park, which we expect to open in the second half of the decade.
This park will be an important tentpole for The Walt Disney Company, given
its proximity to the world's most populous country, China. And in Europe
we'll soon open our second gate in Paris, Disney Studios Paris. And by the
way we've not seen any impact whatsoever of the events of September 11 on our
international theme park business.

In Consumer Products we're focusing on a number of strategies to drive
long-term growth. Over the shorter term, our results will not reflect the
full effects of our new direction. Although this business is impacted by
general economic slowdown, the events of September 11 have not meaningfully
altered the results of this business in the fiscal fourth quarter. The
Disney stores represent an important venue for delivering our brand and our
content, and a number of important steps have been taken to improve this
business. In response to the changes in the economy, we are slowing our more
capital intensive store refurbishing schedule in favor of a new merchandising
strategy, which we're already implementing. And we're also going to continue
to evaluate our portfolio of stores and expect to reduce the total number of
domestic stores to between three hundred and four hundred.

In Licensing, we recently announced two important global partnerships with
category market leaders, which will result in innovative Disney-branded food
products featuring our most treasured characters: Coca Cola, for
non-carbonated beverages, and Kellogg's, for breakfast foods. Each of these
categories represent $3 billion in wholesale business. With these new
alliances and products we expect to meaningfully increase our market share in
the U.S. and international markets in these two very important food and
beverage categories.

Now in studio operations there were some near-term consequences of the
September 11 attacks, including the



postponement of two theatrical releases, "Big Trouble", which was to be
released in September, and "The Double", which was intended to be a holiday
release. Based on each film's subject matter, we will be scheduling more
appropriate release dates sometime in the near future.

The year ahead for the studio actually looks quite promising, due to the
strength of our family product, starting with "Snow White and the Seven
Dwarfs". We're about to release this classic in an exclusive DVD window for
a limited period, followed by a VHS release for Christmas. This special
collectible enhances the original product through restored sound, special
interviews and features. Having reviewed the DVD, it's our most innovative
one to date, and we expect that it also will be our most successful.

Later in the quarter we will release "Monsters, Inc." on November 2, 2001.
We believe this film is our next strong company franchise.

Disney is also uniquely positioned as a company to build assets across its
lines of business, generating significant revenue, and you're going to begin
to see a spectacular array of products that enhance our consumers'
entertainment experience with the characters from "Monsters".

Now beyond "Snow White" and "Monsters", we have an exceptionally strong slate
of Disney-branded family products in the year ahead, including sequels to
"Peter Pan", "Cinderella", "Jungle Book", and "Princess Diaries". And given
these times, I believe our collection of animated and live action titles
targeted to the family audience will be extremely successful. I don't need
to remind this audience of the strength of Disney's brands, which
consistently rank among the top ten global brands, and is the only one
representing the entertainment industry in Interbrand's Brands most recent
Top 100 Brands study.

In closing, though, let me take a few minutes to offer a few additional
points about The Walt Disney Company. Despite the current climate, one thing
is certain: the turnaround at Disney is a matter of when, not if. Disney
possesses the brand strengths and the assets that will propel an acceleration
of growth as the economy rebounds. The success of new programming on ABC,
the draw of our ESPN networks and their brand extensions, the appeal of cable
networks like SoapNet and Toon and the Disney Channel, and the viewer loyalty
to networks like Lifetime, E!, and A&E position us,



perhaps better than any other company, to benefit from the inevitable upturn
in the advertising market. And while we are not predicting when that will
occur, we believe that global businesses must use the reach of their outlets
to encourage consumers to purchase their goods and services - exactly what
we're going to do during these challenged times.

Our experience in tourism informs us that people will continue to take
vacations during difficult times. We know that those who do not are simply
postponing their trips. At the end of each challenging event -- recessions,
the oil crisis, the Gulf War -- attendance at our theme parks and occupancy
in our resorts not only recovered but grew to new levels. We will continue
to grow attendance with new attractions, new resorts, and new parks around
the world, as well as with special events and powerful marketing campaigns.

And most importantly, we have a legacy of the most valuable library of
stories and characters in the world, from Snow White to Monsters, Mickey
Mouse and Donald Duck to Buzz and Woody, and we will continue to create new
personas and new tales. Beyond that, we have an extensive library from our
non-Disney branded entertainment, including ESPN, Touchstone, Miramax, and of
course ABC. We will distribute them across all existing platforms: our theme
parks, the Disney Channel, interactive and on-line games, and take advantage
of new ones, such as DVD and 3-G mobile phones and VOD, and technologies that
don't even exist today. We reach and touch and interact with hundreds of
millions of consumers around the globe, from Boston to Beijing, from Alaska
to Australia, from Honolulu to Helsinki. With the march of technology we
will grow our existing businesses by penetrating new markets and connecting
with even more consumers, all the while creating fantastic new content and
creating great new stories.

As with the other entertainment companies, we will benefit from the return of
the ad market, which will power earnings in that sector. But unlike the
other entertainment companies, we will also benefit from the emotional bond
that links us with our consumers. And if you doubt me, do what I once did:
go to Walt Disney World as a costumed character. I was Tigger. There is
nothing quite like standing there in that costume, and seeing kids and their
parents running toward you and asking for a hug or an autograph. I know this
may sound corny, but corny counts a lot in this marketplace. Although we
spend a lot of time in our corporate offices, we



remain mindful of what goes on on Main Street USA or Main Street in
Disneyland.

In short, we are Disney. We know who we are, we know what we stand for, and
you can count on us because hundreds of millions of people do worldwide.
Thank you.