11-K

                                                            UNITED STATES
                                                 SECURITIES AND EXCHANGE COMMISSION
                                                       Washington, D.C. 20549


                                                              FORM 11-K



[X]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

For the fiscal period ended December 31, 2002

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 [NO FEE REQUIRED]

For the transition period from _____________to_____________

Commission file number: 1-11605

     A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:

                                             Disney Salaried Savings and Investment Plan

     B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:

                                                       The Walt Disney Company
                                       500 South Buena Vista Street, Burbank, California 91521
                                                           (818) 560-1000






                                                       The Walt Disney Company

                                                          Index to Exhibits

Exhibit Number      Description
- --------------      -----------------------------------------------------------

 99.1               Financial statements for the Disney Salaried Savings and
                    Investment Plan for the fiscal year ended December 31, 2002

 99.2               Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Michael D. Eisner

 99.3               Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas O. Staggs

 99.4               Consent of Independent Auditors








                                                              SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized.



                                   Disney Salaried Savings and Investment Plan
                                   ------------------------------
                                   (Name of Plan)

                            By:    /s/ Thomas O. Staggs
                                   ------------------------------
                                   (Thomas O. Staggs, Senior
                                    Executive Vice President and
                                    Chief Financial Officer,
                                    The Walt Disney Company)


June 27, 2003
Burbank, California

EX-99

                                                                                                                       Exhibit 99.1











                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                                   REPORT ON FINANCIAL STATEMENTS

                                                     DECEMBER 31, 2002 AND 2001





                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                                    INDEX TO FINANCIAL STATEMENTS

                                                     DECEMBER 31, 2002 AND 2001



                                                                                       Page
                                                                                       ----
Report of Independent Auditors                                                         F-2

Financial Statements:

   Statements of Net Assets Available for Benefits as of
     December 31, 2002 and 2001                                                        F-3

   Statement of Changes in Net Assets Available for Benefits
     For the year ended December 31, 2002                                              F-4

   Notes to Financial Statements                                                       F-5

Additional Information (included pursuant to Department of Labor Rules
   and Regulations):

   Schedule I - Financial Transaction Schedule
                For the Year Ended December 31, 2002                                   F-11


Other schedules required by the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are either not applicable or have been filed directly with the Department of Labor as part of the Master Trust filing.


























                                                                 F-1













                                                   REPORT OF INDEPENDENT AUDITORS




To the Participants and Plan Administrator of
the Disney Salaried Savings and Investment Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets
available for benefits present fairly, in all material respects, the net assets available for benefits of the Disney Salaried
Savings and Investment Plan (the "Plan") at December 31, 2002 and 2001, and the changes in net assets available for benefits for the
year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted
in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental
schedule of Financial Transactions is presented for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a
whole.


PRICEWATERHOUSECOOPERS LLP

Los Angeles, California
June 27, 2003







                                                                 F-2





                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                           STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                                                           (In thousands)




                                                                                December 31,
                                                                           ----------------------
                                                                              2002        2001
                                                                           ----------  ----------
                Assets
                  Investments in Master Trust:
                    At fair value:
                      The Walt Disney Company Common Stock Fund*            $226,094    $278,983
                      Shares of registered investment companies:
                        Fidelity Magellan Fund*                              105,071     138,463
                        PIMCO Total Return Fund*                              38,464      24,506
                        Fidelity Growth & Income Portfolio Fund*              90,020     107,607
                        Sequoia Fund*                                         63,697      51,434
                        Fidelity Diversified International Fund               19,973      18,967
                        Putnam New Opportunities Fund                         23,228      29,762
                        Fidelity Asset Manager Fund                            3,278       2,054
                        Fidelity US Equity Index Pool                          4,468       3,470
                        Fidelity Retirement Money Market Portfolio Fund*      45,389      40,467
                        MAS Small Cap Value Portfolio-Adviser Class            5,104       2,698
                        Ariel Appreciation Fund                                2,280           -
                      Participant loans                                       14,351      14,568
                                                                            --------    --------
                      Total investments                                      641,417     712,979
                                                                            --------    --------
                  Receivables:
                    Participant contributions                                  1,061       2,357
                    Employer contributions                                       469         584
                    Interest income                                               19          47
                                                                            --------    --------
                      Total receivables                                        1,549       2,988
                                                                            --------    --------
                  Net assets available for benefits                         $642,966    $715,967
                                                                            ========    ========

* Investment balance represents 5% or more of the Plan's net assets available for benefits.












                             The accompanying notes are an integral part of these financial statements.


                                                                 F-3





                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                      STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                                                           (In thousands)



                                                                          For the Year Ended
                                                                             December 31,
                                                                                 2002
                                                                        ---------------------
                Additions to net assets attributed to:

                  Investment income(loss):
                    Dividends                                                  $  5,295
                    Interest                                                      1,168
                    Net depreciation in fair value of
                      investments                                              (127,442)
                                                                               ---------
                                                                               (120,979)
                                                                               ---------
                  Contributions:
                    Participant                                                  76,782
                    Employer                                                     17,915
                                                                               ---------
                                                                                 94,697
                                                                               ---------
                  Total additions(net deduction)                                (26,282)
                                                                               ---------
                Deductions from net assets attributed to:

                  Benefits paid to participants                                  46,654
                  Administrative expenses (Note 5)                                   65
                                                                               ---------
                  Total deductions                                               46,719
                                                                               ---------
                Net decrease                                                    (73,001)

                Net assets available for benefits:
                  Beginning of year                                             715,967
                                                                               ---------
                  End of year                                                  $642,966
                                                                               =========













                             The accompanying notes are an integral part of these financial statements.


                                                                 F-4





                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                                    NOTES TO FINANCIAL STATEMENTS


                                                   (Tabular dollars in thousands)


1.  Description of the Plan

General
The Walt Disney Company (the "Company") adopted the Disney Salaried Savings and Investment Plan (the "Plan") effective as of
January 1, 1985. The Plan is a defined contribution plan designed to provide participating employees the opportunity to accumulate
retirement funds through a tax-deferred contribution arrangement pursuant to Section 401(k) of the Internal Revenue Code of 1986, as
amended (the "Code"). In addition to the Code, the Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA"), as amended. For further information regarding the Plan, refer to the Summary Plan Description.

Administration of the Plan
The Board of Directors of the Company has appointed the Investment and Administrative Committee of The
Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan (the "Committee"
or "Plan Administrator") to administer the Plan, interpret its provisions and resolve all issues arising in the administration of
the Plan.

The assets of the Plan are administered under a trust agreement between the Company and Fidelity Institutional Retirement Services
Company ("Fidelity" or the "Trustee"). Pursuant to the trust agreement, Fidelity executes most of the day-to-day activities of trust
administration.

Administrative expenses of the Plan may be paid from the assets of the Plan unless the Company, at its discretion, pays such
expenses. Investment expenses incurred by the investment funds are charged to the respective funds.

Participation
Participation in the Plan is available to all eligible domestic salaried employees of the Company and its subsidiaries
participating in the Plan. Eligible employees must be age 18 or older and have completed one year of employment during which they
must also work at least 1,000 hours.

The Plan accepts direct cash rollovers from other qualified plans or conduit IRA's regardless of whether the employee has met the
one-year eligibility requirement.

Contributions
Participants are permitted to contribute in whole percentages, up to 20 percent of their base compensation on a
pre-tax basis, through weekly payroll deductions. A participant's total pre-tax contributions and the Company's matching
contributions, in any Plan year, cannot exceed the limits provided under Section 415 of the Code.




                                                                 F-5





                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                                    NOTES TO FINANCIAL STATEMENTS
                                                             (continued)


1.  Description of the Plan (continued)

Contributions (continued)
Effective January 1, 1987, the Plan ceased to accept voluntary post-tax contributions. Post-tax
contributions made prior to January 1, 1987 may remain in the Plan and continue to share in the Plan's investment results on a
tax-deferred basis. The principal amount of such post-tax contributions are recovered tax-free when withdrawn or distributed.

The Company currently contributes a matching amount equal to 50 percent of the first 4 percent of base compensation a participant
contributes to the Plan. The Company may change the level of matching contributions or cease making matching contributions.

The Company makes matching contributions either in cash, which is invested exclusively in the Company's common stock, or directly in
shares of the Company's common stock. Effective March 8, 2002, participants of the Plan may transfer all or any portion of their
accumulated Company matching contributions into any of the available Plan investment funds, or any combination of funds, at any
time.

Income earned on participant and Company contributions to the Plan is not taxable for federal or state income tax purposes until
withdrawn from the Plan.

Vesting
Participants are fully vested immediately in all contributions including the Company's matching contributions made to the
Plan and all earnings thereon.

Investments
Participants may direct the investment of their contributions in any one or more of the investment funds established for
the Plan. Participants may elect to change the investment of their contributions or to transfer all or part of their account
balances among the various investment funds. Such elections must be made in 1 percent increments.

Benefits, Distributions and Withdrawals
A participant's entire account balance, adjusted for investment gains or losses, is available for immediate distribution upon
termination of employment. Participants' account balances under $5,000 are automatically distributed within 90 days following the
participant's severance date. The participant has 60 days following the receipt of a distribution to elect whether or not to
rollover the distribution into an IRA or another tax-qualified plan. If no election is made, the account balance will be distributed
to the participant less 20 percent for federal withholding tax. Participants with account balances of $5,000 or more may elect a
distribution at any time following termination of employment, except all amounts are to be distributed in accordance with the
minimum required distribution provisions of the Code.

Under Section 401(k) of the Code, in service withdrawals of pre-tax contributions by participants are available only in amounts
necessary to satisfy a financial hardship and will be made if the Committee determines that the reason for the




                                                                 F-6





                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                                    NOTES TO FINANCIAL STATEMENTS
                                                             (continued)


1.  Description of the Plan (continued)

Benefits, Distributions and Withdrawals (continued)
hardship complies with applicable requirements under the Code and the Plan. A participant may withdraw his or her post-tax
contributions twice each Plan year. The minimum amount of each post-tax contribution withdrawal is $250.

Loans
Participants are permitted to borrow from their accounts subject to certain limitations and conditions established to comply
with the current requirements of the Code. All loans made to participants are secured by their accounts with a right of off-set.
Voluntary post-tax contributions and any earnings thereon are not available for loans. Participants may borrow up to 50 percent of
their vested account balance not to exceed $50,000 in any consecutive twelve-month period. The minimum amount of each loan is
$1,000, and a participant may only have one loan outstanding.

Loans may have a term of up to four years. However, the term can be extended to ten years if the loan is used to acquire or
construct a principal residence of the participant. The interest rate on loans is currently the Bank of America prime rate plus 1
percent.

Plan Amendment or Termination
The Company reserves the right to amend or modify the provisions of the Plan at any time and from time to time. Although the Company
expects to continue the Plan indefinitely, the Board of Directors of the Company may terminate the Plan for any reason. If the Plan
is terminated, each participant will receive, as prescribed by ERISA and its related regulations, and in the form and manner
determined by the Committee, a payment equal to the value of the participant's account balance at the time of liquidation.

2.  Summary of Significant Accounting Policies

Basis of Accounting
The financial statements of the Plan are prepared using the accrual basis of accounting.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
disclosures. Actual results could differ from those estimates.

Risks and Uncertainties
The Plan provides for various investment options in mutual funds and other securities. Investment securities are exposed to various
risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is
at least reasonably possible that changes in risks in the near term would materially affect participants' account balances, the


                                                                 F-7





                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                                    NOTES TO FINANCIAL STATEMENTS
                                                             (continued)


2.  Summary of Significant Accounting Policies (continued)

Risks and Uncertainties (continued)
amounts reported in the Statements of Net Assets Available for Benefits and amounts reported in the the Statement of Changes in Net
Assets Available for Benefits.

Contribution Policy
Participant contributions are recorded in the period during which the Company makes payroll deductions from the
participants' pay. Company contributions are recorded in the same period.

Investment Valuation and Income Recognition
Investments in securities traded on national security exchanges are valued on the basis of the closing price on the last trading day
of the year. Investments in commingled funds are valued at the redemption prices established by the Trustee, which are based on the
market value of the fund assets. Participant loans are valued at cost which approximates fair value. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.

Net Appreciation/Depreciation in Fair Value of Investments
The net appreciation or depreciation in the fair value of investments disclosed in the Statement of Changes in Net Assets Available
for Benefits consists of realized gains (losses) and unrealized appreciation (depreciation) on investments.

Payment of Benefits
Benefits are recorded when paid.

3.  Investments

During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year)
depreciated in value as follows:

         The Walt Disney Company Common Stock Fund                       $  (57,666)
         Shares of registered investment companies                          (69,776)
                                                                         -----------
                                                                         $ (127,442)
                                                                         ===========

4.  Income Taxes

The Company has received an Internal Revenue Service determination letter dated June 18, 1996 stating that the Plan qualifies under
Section 401(a) of the Code and is therefore exempt from Federal income tax under Section 501(a) of the Code. The Plan has
subsequently been amended and the Company has filed for an updated determination letter. The Company believes that the Plan still
qualifies under Section 401(a) of the Code. Since the Plan is qualified under Section 401(a) of the Code, under applicable state law
it is also exempt from state income taxes. The Plan Administrator and the Plan's counsel believe that the Plan is designed





                                                                 F-8






                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                                    NOTES TO FINANCIAL STATEMENTS
                                                             (continued)


4.  Income Taxes (continued)

and is currently being operated in compliance with the applicable requirements of the Code. Accordingly, no provision for income
taxes is made in the accompanying financial statements.

5.  Related Party Transactions

Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan, and,
therefore, these transactions qualify the Trustee as a party-in-interest for which a statutory exemption exists. Fees paid by the
Plan to the Trustee amounted to $64,603 for the year ended December 31, 2002.

6.  Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500:

                                                                          December 31,
                                                                     -----------------------
                                                                       2002          2001
                                                                     ---------     ---------
Net assets available for benefits per the financial statements       $642,966      $715,967
Amounts allocated to withdrawing participants                            (367)       (1,331)
                                                                     ---------     ---------
Net assets available for benefits per Form 5500                      $642,599      $714,636
                                                                     =========     =========

The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500:

                                                                              For the Year Ended
                                                                               December 31, 2002
                                                                              ------------------
Benefits paid to participants per the financial statements                        $46,654
Add: Amounts allocated to withdrawing participants at December 31, 2002               367
Less: Amounts allocated to withdrawing participants at December 31, 2001           (1,331)
                                                                                  --------
Benefits paid to participants per Form 5500                                       $45,690
                                                                                  ========


Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for
payment prior to December 31, 2002 but not yet paid as of that date.





                                                                 F-9




                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                                    NOTES TO FINANCIAL STATEMENTS
                                                             (continued)


7.  Investment in Disney 401(k) Master Trust

The Plan's investments are held in the Disney 401(k) Master Trust (the "Master Trust"), which includes the assets of the Disney
Hourly Savings & Investment Plan, the Go.com Savings and Investment Plan, and the ABC, Inc. Savings and Investment Plan, which are
defined contribution plans sponsored by the Company or one of its subsidiary companies. Each participating plan has a specific
interest in the Master Trust. Assets of the Master Trust are allocated to the participating plans according to the investment
elections of participants within each plan. The Plan's interest in the net assets of the Master Trust was approximately 41% and 40%
at December 31, 2002 and 2001, respectively. Investment income of the Master Trust for the year ended December 31, 2002 was
allocated based upon each Plan's interest within each of the investment funds held by the Master Trust.

Investments held by the Master Trust are as follows:

                                                                                      December 31,
                                                                       --------------------------------------
                                                                            2002                     2001
                                                                        ------------             ------------
Investments, at fair value:

     The Walt Disney Company Common Stock Fund                           $   463,399              $   589,816
     Shares of registered investment companies                             1,060,348                1,161,585
     Participant loans                                                        24,957                   26,667
                                                                         -----------              -----------
Total                                                                    $ 1,548,704              $ 1,778,068
                                                                         ===========              ===========

The investment income (loss) of the Master Trust is as follows:


                                                                                   For the Year Ended
                                                                                    December 31, 2002
                                                                                 ----------------------
Investment income (loss):
     Interest and dividends                                                            $  16,736
     Net depreciation                                                                   (275,303)
                                                                                       ----------
 Total                                                                                 $(258,567)
                                                                                       ==========

The net (depreciation)/appreciation (including net realized gains/losses) in the fair value of the investments held by the Master
Trust is as follows:


                                                                                   For the Year Ended
                                                                                    December 31, 2002
                                                                                   ------------------
Net (depreciation)/appreciation:
     The Walt Disney Company Common Stock Fund                                         $(119,562)
     Shares of registered investment companies                                          (155,741)
                                                                                       ----------
 Total                                                                                 $(275,303)
                                                                                       ==========




                                                                F-10







                                             DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

                                                             SCHEDULE I

                                                   FINANCIAL TRANSACTION SCHEDULE

                                                FOR THE YEAR ENDED DECEMBER 31, 2002



    Identity of                                           Description of                                        Current Value
   Party Involved         Relationship to Plan               Trasaction                  Cost of Asset*          of Asset**
- --------------------   --------------------------   ---------------------------      ---------------------   -------------------
  The Walt Disney                Plan                  Use of Plan assets by                $301,909               $338,195
       Company             Sponsor/Employer             the Employer due to
                                                       delayed remittance to
                                                        the Plan of certain
                                                     participant contributions











* The Cost of Asset represents the participant contributions remitted to the Plan between October 2002 and November 2002 for the
months of July 2002, August 2002, and September 2002.

** The current value of the asset represents the Cost of Asset plus interest owed by the Company to the Plan for the period of the
Company's use of the participant contributions. These interest amounts were paid to the Plan in December 2002, and as such, the
current value includes interest incurred until that date.



                                                                F-11

EX-99

                                                                                                                   Exhibit 99.3


                                                 CERTIFICATION PURSUANT TO
                                       SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*


         In connection with the Annual Report on Form 11-K of the Disney Salaried Savings and Investment Plan (the "Plan")
with respect to the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Thomas O. Staggs, Senior Executive Vice President and Chief Financial Officer of The Walt Disney
Company, the Plan sponsor, certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

     1.       The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities
              Exchange Act of 1934; and

     2.       The information contained in the Report fairly presents, in all material respects, the financial condition and
              results of operations of the Plan.




By:        /s/ THOMAS O. STAGGS
- -----------------------------------------------
Thomas O. Staggs
Senior Executive Vice President
and Chief Financial Officer
The Walt Disney Company
June 27, 2003























* A signed original of this written statement required by Section 906 has been provided to The Walt Disney Company and
will be retained by The Walt Disney Company and furnished to the Securities and Exchange Commission or its staff upon
request.

EX-99

                                                                                              Exhibit 99.4



CONSENT OF INDEPENDENT AUDITORS


We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-26106, 33-35405, 33-39770,
33-57811, 333-91571, 333-31012 and 333-74624), Form S-3 (33-67870) and Form S-3/A (333-52659 and 333-34167) of The Walt Disney
Company of our report dated June 27, 2003 relating to the financial statements and supplemental schedule of the Disney Salaried
Savings and Investment Plan, which appears in this Form 11-K.




PRICEWATERHOUSECOOPERS LLP


Los Angeles, California
June 27, 2003

EX-99

                                                                                                                        Exhibit 99.2


                                                      CERTIFICATION PURSUANT TO
                                              SECTION 906 OF THE SARBANES-OXLEY ACT OF
                                                                2002*


In connection with the Annual Report on Form 11-K of the Disney Salaried Savings and Investment Plan (the "Plan") with respect to
the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Michael D. Eisner, Chairman of the Board and Chief Executive Officer of The Walt Disney Company, the Plan sponsor, certify, pursuant
to §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

     1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act
        of 1934; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of
        operations of the Plan.




By:        /s/ MICHAEL D. EISNER
- -------------------------------------------------
Michael D. Eisner
Chairman of the Board
and Chief Executive Officer
The Walt Disney Company
June 27, 2003























* A signed original of this written statement required by Section 906 has been provided to The Walt Disney Company and will be
retained by The Walt Disney Company and furnished to the Securities and Exchange Commission or its staff upon request.