X0202 4 2006-01-22 0 0001001039 WALT DISNEY CO/ DIS 0001205861 STAGGS THOMAS O 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 0 1 0 0 Sr. EVP & Chief Finan. Officer Disney Common Stock 2006-01-22 4 M 0 9133 0 A 107267.00 D Disney Common Stock 2006-01-22 4 F 0 4262 0 D 103005.00 D Disney Common Stock 900.00 I As Trustee Disney Common Stock 6024.20 I By 401(k) Phantom Stock Unit Award 2006-01-22 4 M 0 9313.87 0 D 2005-09-30 Disney Common Stock 9313.87 9313.00 D Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and Amended and Restated 1995 Stock Incentive Plan, previously reported on a Form 4 dated January 26, 2004. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. The 4,262 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction. The reporting person is trustee of a Charitable Remainder Unitrust in which members of his family are beneficiaries. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Shares held in The Walt Disney Company Stock Fund as of January 23, 2006. The fund is one investment option in the 401(k) Plan and contains Company matching contributions. Converts at 1-for-1. Stock Unit Award vested as to 50% on January 22, 2006 and is scheduled to vest as to the remaining 50% on January 22, 2008. By: Joseph M. Santaniello (POA on file) 2006-01-24