Walt Disney Company (DIS)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On July 27, 2006, The Board of Directors of the Walt Disney Company accepted Director Gary Wilson’s resignation from the Board, effective July 31, 2006, his 21^st anniversary of initial Board service, pursuant to the length of service policy in the Company’s Corporate Governance Guidelines. 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) As previously reported, on December 1, 2005, the Board of Directors of the Registrant elected John E. Pepper, Jr. and Orin C. Smith as Directors, effective January 1, 2006. On March 10, 2006, the Board of Directors appointed Mr. Pepper to the Audit Committee and the Governance and Nominating Committee of the Board of Directors and Mr. Smith to the Audit Committee of the Board of Directors. At the same time, John Chen and Leo O’Donovan, S.J., left the Audit Committee of the Board of Directors, Mr. Chen was appointed to the Compensation Committee of the Board of Directors and Gary Wilson was appointed to the Governance and Nominating Committee of the Board of Directors.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) On December 1, 2005, the Board of Directors of the Registrant elected John E. Pepper and Orin C. Smith as Directors, effective January 1, 2006. Mr. Pepper is Vice President, Finance and Administration of Yale University and the former Chairman and Chief Executive Officer of The Proctor & Gamble Company. Mr. Smith is the former President and Chief Executive Officer of Starbucks Corporation. The Board has not yet determined which Board committee or committees Messrs. Pepper and Smith will join. The Board also unanimously requested that George J. Mitchell remain a Director, and continue as Chairman of the Board, through December 2006 to facilitate an orderly chairman succession process. Senator Mitchell had planned to retire following the Registrant’s 2006 Annual Meeting, but agreed to the Board’s request that he stand for re-election at the 2006 Annual Meeting.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) – (c) The information set forth under Item 1.01 is incorporated herein by reference. In addition, on September 30, 2005, Michael D. Eisner tendered his resignation from the Board of Directors of the Registrant, effective immediately. Mr. Eisner’s status as Chief Executive Officer of the Registrant ended at the conclusion of the Registrant’s fiscal year on October 1, 2005, and he no longer provides any services for the Registrant.