X0303 4 2011-02-09 0001001039 WALT DISNEY CO/ DIS 0001341249 Mayer Kevin A 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 1 EVP-Corp Strat, Bus Dev & Tech Disney Common Stock 2011-02-07 5 A 0 59.4268 39.2550 A 90.4268 D Disney Common Stock 2011-02-07 5 F 0 28.4268 39.2550 D 62.0000 D Disney Common Stock 2011-02-09 4 M 0 20134.0000 20.8100 A 20196.0000 D Disney Common Stock 2011-02-09 4 S 0 20134.0000 42.8000 D 62.0000 D Disney Common Stock 65.0000 I By Mayer Family Trust Stock Option (Right to Buy) 20.8100 2011-02-09 4 M 0 20134.0000 0.0000 D 2016-01-14 Disney Common Stock 20134.0000 40267.0000 D Dividends distributed on February 7, 2011 with respect to restricted stock units distributed on January 10, 2011, as previously reported on a Form 4 dated January 12, 2011. The 28.4268 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 total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares. Option was granted on January 14, 2009 under Disney's Stock Option Plan in a transaction exempt under Rule 16b-3. The remaining option vests as to 20,133 shares on January 14, 2012 and as to 20,134 shares on January 14, 2013. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person. Joseph M. Santaniello (POA on file) 2011-02-09