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):

                        January 29, 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)


ITEM 5.   OTHER EVENTS


          On January 29, 2001, the Registrant issued a press
release setting forth notice of its decision to convert all
outstanding shares of its Disney Internet Group common stock
(NYSE: DIG) into shares of Disney common stock (NYSE: DIS)
effective March 20, 2001, in accordance with the terms of the
Registrant's certificate of incorporation.  The release also
announced the Registrant's intention to discontinue the go.com
Internet portal operated by the Registrant's Walt Disney Internet
Group.

A copy of the press release is attached as Exhibit 99 hereto.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS


Exhibit 99 --  Press Release dated January 29, 2001.


                           SIGNATURES

Pursuant to the requirements of the Securities and 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




Date:  January 29, 2001            By:  /s/ David K. Thompson
                                      --------------------------
                                          David K. Thompson
                                        Senior Vice President
                                      Assistant General Counsel

EX-99

                                                       Exhibit 99




For Immediate Release
January 29, 2001         Contact:  John Dreyer or Susan Murdy
                                             (818) 560-5300



    THE WALT DISNEY COMPANY TO CONVERT COMMON STOCK OF DISNEY
             INTERNET GROUP TO DISNEY COMMON STOCK,
                    DISCONTINUE GO.COM PORTAL


    Disney Internet Group to focus on its content Web sites,
including top-ranked ESPN.com, Disney.com and ABC-branded sites,
   which will be more closely aligned with Disney's media and
entertainment businesses to fully leverage strength of brands and
                        creative content



     BURBANK, Calif. (January 29, 2001) - The Walt Disney Company
today announced that it will convert all outstanding shares of
Disney Internet Group common stock (NYSE: DIG) into shares of
Disney common stock (NYSE: DIS) effective March 20, 2001.

     The company will continue to focus on its top-ranked content
Web sites and their related commerce businesses, further aligning
them with its other media and entertainment businesses to take
better advantage of their considerable creative and technological
strengths. As part of this strategic shift, Disney will
discontinue the operation of its GO.com portal.

     "The Internet continues to be a central focus of our
company's business strategy," said Michael D. Eisner, chairman
and chief executive officer.  "We believe this action should help
us gain greater competitive advantage as we leverage Disney's
creative content, brands and other assets."

     The Walt Disney Internet Group will continue to operate
under its current management structure as a business segment of
The Walt Disney Company. "I am very pleased by the way this group
has developed our strong content sites and I am confident they
will maintain a leadership position in this dynamic industry,"
Eisner said.

      "The competitive factors that initially compelled us to
establish a separately traded class of common stock tied to our
Internet operations have fundamentally changed," Eisner added.
"Furthermore, we believe that our core assets will reap some of
the greatest benefits of the Internet going forward as we exploit
new opportunities in areas such as video on demand, interactive
television, broadband, wireless and content repurposing. By
converting Disney Internet Group and returning to a single class
of common stock, all shareholders will be able to realize the
full value of these new opportunities."

     Steve Bornstein, chairman of Walt Disney Internet Group,
added, "This is a difficult decision, as it impacts both our
employees and GO.com users. However, the Internet environment has
continued to shift and change, and therefore our strategies must
also change. Our investment in Starwave, followed by the Infoseek
acquisition, allowed us to build a single, scalable platform for
our Internet businesses. Upon this platform, we have demonstrated
that we can create and operate innovative, highly popular content
sites. We will continue to invest in those properties and intend
to achieve long-term growth and success by managing them in a way
that more closely aligns them with Disney's established Media
Networks, Consumer Products, Studio and Parks and Resorts units.
This is consistent with Disney's long-held synergistic approach
to all of its businesses."

     The Walt Disney Internet Group Web properties command strong
leadership positions in their respective categories. Disney.com
is the top-ranked site for entertainment, family entertainment
and kids, ESPN.com is the number-one sports site, the ABC-branded
sites are among the leaders for their news and entertainment
content and Zoogdisney.com is a highly popular convergence site
for Disney Channel programming.  Disney also has a strong record
of integrating its Internet properties with its "traditional"
media content to create entirely new entertainment offerings,
such as its Enhanced TV version of Who Wants to Be a Millionaire,
Sunday Night Football and Monday Night Football. In addition,
DisneyStore.com and Disney Stores are closely integrated with
common merchandising, marketing and promotion.
DisneyVacations.com, with its brand association, blends an online
travel capability for Disney's theme parks, resorts and cruise
line, focusing on creating new ways to enhance the guest
experience before, during and after their trip via guest
recognition, travel tips and experiencing virtual rides online.

     Walt Disney Internet Group will continue to operate
Disney.com, DisneyAuctions.com, DisneyStore.com,
DisneyVacations.com, Family.com, ESPN.com, NFL.com,
Soccernet.com, ABC.com, ABCNEWS.com, ABCSports.com, Mr.Showbiz,
Movies.com and Wall of Sound.  Walt Disney Internet Group also
produces Enhanced TV telecasts in conjunction with select ABC TV
and ESPN programming.

     The closure of GO.com will affect approximately 400
employees, the majority of whom are based in Sunnyvale, Calif.

     "We regret that this decision will impact our GO.com
employees," Bornstein said. "However, our ultimate objectives are
to be highly competitive and profitable, and we believe this is
the decision we must make in order to achieve those goals."

     Added Eisner: "GO.com employees have contributed a
tremendous amount of technical skill and creativity to our
company. Like our other 120,000 cast members, they are a key
source of the Disney `magic,' which makes decisions such as this
one particularly difficult."

     A streamlined version of GO.com will continue to operate for
a period of time to allow for the transition of its users. The
company will continue to operate and support the Infoseek search
engine and associated traffic during this time. Some of GO.com's
more popular content and services will be migrated to other
sites. For example, Astrology Zone by Susan Miller will move to
ABC.com. E-mail users will be able to continue service at
ABC.com. Disney is evaluating various alternatives for the GO.com
assets, including the sale of the Infoseek search engine and site
traffic.

     The GO.com Web site was created in connection with Disney's
acquisition of Infoseek Corporation. In November 1999,
shareholders of Disney and Infoseek approved the creation of an
additional class of Disney common stock to reflect the
performance of the new Internet business called GO.com - later
renamed Walt Disney Internet Group. The GO.com Web guide was
repositioned in October 2000 to focus on entertainment,
recreation and leisure.


Conversion of Disney Internet Group Shares

In accordance with the terms of the company's certificate of
incorporation, each outstanding share of Disney Internet Group
common stock will be converted into 0.19353 of a share of Disney
common stock as of March 20, 2001.  The conversion ratio is based
upon the relative market values of Disney and Disney Internet
Group common stock averaged over the 20 trading days (December 7,
2000 through January 5, 2001) ending 15 trading days prior to
today's announcement, and includes a 20 percent premium on the
value of Disney Internet Group stock, all as required by the
terms of the certificate of incorporation.  The conversion is
expected to result in the issuance of approximately 8.1 million
new shares of Disney common stock.

     No fractional share interests will be issued.  Shareholders
who would otherwise be entitled to a fractional share will
instead be paid cash for such fractional interest in an amount
based upon the market value of a share of Disney common stock as
of the fifth trading day prior to the March 20 conversion date.

     Shareholders holding certificates for shares of Disney
Internet Group common stock will need to surrender their
certificates, properly endorsed or assigned for transfer, to the
company's shareholder services department, which is acting as
conversion agent.  The conversion agent will shortly be
distributing transmittal documents to holders of Disney Internet
Group shares with further instructions relating to the
conversion.

     No dividends on shares of Disney Internet Group common stock
will be paid on or after the conversion date.  Holders of options
or other securities convertible or exchangeable into or for
Disney Internet Group common stock will be entitled to receive
shares of Disney common stock as of the conversion date only if
they properly exercise, convert or exchange such securities on or
prior to the conversion date.  However, options or other
convertible or exchangeable securities that are not exercised,
converted or exchanged prior to the conversion date will be
adjusted to become exercisable, convertible or exchangeable, as
the case may be, for shares of Disney common stock in accordance
with the terms of the company's certificate of incorporation and
the relevant option or other plan or agreement.

     Following the Conversion Date, Disney Common Stock will be
the only outstanding common stock of The Walt Disney Company, and
will continue to trade on the New York Stock Exchange under the
ticker symbol DIS.

     There are currently 2,086,258,193 shares of Disney Common
Stock outstanding, and an additional 158,509,549 shares of Disney
Common Stock are issuable upon exercise of outstanding options.

 Financial Reporting Changes

     As a result of the conversion of the Disney Internet Group
Common Stock to Disney Common Stock, The Walt Disney Company will
no longer report separate financial statements for the Disney
Internet Group. The financial results of the Disney Common Stock
will reflect the consolidated operations of The Walt Disney
Company, including the Disney Internet Group, which will be
reported as a separate business segment.

     The closing of the GO.com property will result in non-
recurring charges in the second quarter of the current fiscal
year.  Such charges are expected to include a non-cash write-off
of intangible assets (estimated at $790 million, $0.37 per share)
and costs related to severance, fixed-asset write-offs and other
items (expected to total between $25 million and $50 million).

     On a pro forma basis for fiscal year 2000, which assumes
that the acquisition of Infoseek Corporation, the sale of
Fairchild Publications, the issuance of the shares for the
conversion of the Disney Internet Group Common Stock, the closing
of the GO.com property and the adoption of new film accounting
rules occurred at the beginning of the period, and excluding the
one-time impact of those events, consolidated earnings per share
excluding the amortization of intangible assets would have been
$1.01. Pro forma earnings per share with amortization would have
been $0.73.