Walt Disney Company (DIS)

On July 12, 2007, The Walt Disney Company (the “Company”) entered into a Terms Agreement with BNP Paribas Securities Corp., CastleOak Securities, L.P., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Loop Capital Markets, LLC, Muriel Siebert & Co., Inc., Samuel A. Ramirez & Company, Inc., and The Williams Capital Group, L.P. (collectively, the “Underwriters”) with respect to the offer and sale of $350,000,000 aggregate principal amount of its 6.00% Global Notes due 2017 (the “Fixed Rate Notes”).  The Fixed Rate Notes were offered to the public at 99.777% of par and proceeds to the Company net of underwriting discount of 0.45%, before expenses, were 99.327% of par.   In addition, on July 12, 2007, the Company entered into a Terms Agreement with the Underwriters with respect to the offer and sale of $750,000,000 aggregate principal amount of its Floating Rate Global Notes due 2010 (the “Floating Rate Notes” and together with the Fixed Rate Notes, the “Notes”).  The Floating Rate Notes were offered to the public at 100% of par and proceeds to the Company net of underwriting discount of 0.25%, before expenses, were 99.750% of par.

The Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement on Form S-3 (File No. 333-122139) of the Company.  The Notes are being issued pursuant to a Senior Debt Securities Indenture, dated as of September 24, 2001, between the Company and Wells Fargo Bank, National Association, as trustee.