SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________

                                   FORM 8-A

               For Registration of Certain Classes of Securities
                    Pursuant to Section 12(b) or (g) of the
                        Securities Exchange Act of 1934
                                _________________

                            THE WALT DISNEY COMPANY

            (Exact name of registrant as specified in its charter)


                 Delaware                                  95-4545390
- -------------------------------------------       ------------------------------
         (State of incorporation                         (I.R.S.Employer
             or organization)                          Identification No.)


     500 South Buena Vista Street

         Burbank, California                                 91521
- -------------------------------------------       ------------------------------
  (Address of principal executive offices)                 (Zip Code)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:
333-88105 (if applicable).
- ---------

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                             Name of each exchange on
to be so registered                             which each class is to be
                                                listed

The Walt Disney Company - Disney                New York Stock Exchange,
Common Stock, $0.01 par value per share         Pacific Exchange, Inc.

The Walt Disney Company - go.com Common         New York Stock Exchange,
Stock, $0.01 par value per share                Pacific Exchange, Inc.

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)


Item 1:   Description of Registrant's Securities to be Registered

     The description under the heading "Description of Disney's Capital Stock
Following the Merger," in the Prospectus included in the Registrant's
Registration Statement on Form S-4 (Registration No. 333-88105) (the
"Registration Statement on Form S-4") is incorporated herein by reference.

Item 2:   Exhibits

     The following exhibits will be filed with the Securities and Exchange
Commission:

     1.   Form of Amended and Restated Certificate of Incorporation of the
          Registrant, incorporated by reference to Annex C of the Prospectus
          included in the Registration Statement on Form S-4.

     2.   Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of
          the Registration Statement on Form S-4.


                                   Signature

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                        The Walt Disney Company

                                        By: /s/ David K. Thompson
                                            ---------------------
                                            David K. Thompson
                                            Senior Vice President
                                            Assistant General Counsel
Date:  November 17, 1999