X0201 4 2004-01-22 0 0001001039 WALT DISNEY CO/ DIS 0001205857 MURPHY PETER E 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 0 1 0 0 Sr. EVP & Chief Strat. Officer Phantom Stock Unit Award 0.00 2004-01-22 4 A 0 18266 0 A Disney Common Stock 18266.00 18266.00 D Converts at 1-for-1. This Stock Unit Award was granted under the 2002 Executive Performance Plan of The Walt Disney Company (the 'Company') and the Amended and Restated 1995 Stock Incentive Plan of the Company, in a transaction exempt under Rule 16b-3. As will be set out in the proxy statement for the Company's 2004 annual meeting of shareholders, the award constitutes a portion of the annual bonus granted by the Company to the reporting person for the Company's 2003 fiscal year. The award is scheduled to vest as to 9,133 stock units on January 22, 2006 and as to the remaining 9,133 stock units on January 22, 2008. By: Joseph M. Santaniello (POA on file) 2004-01-26