Exhibit 31(b)

                                                   RULE 13a-14(a) CERTIFICATION IN
                                                     ACCORDANCE WITH SECTION 302
                                                  OF THE SARBANES-OXLEY ACT OF 2002


I, Thomas O. Staggs, Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company (the "Registrant"),
certify that:

1.   I have reviewed this quarterly report on Form 10-Q of the Registrant;

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
     not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
     in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
     the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
     and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
         our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
         is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     b)  evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
         report based on such evaluation; and
     c)  disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
         registrant's most recent fiscal quarter  that has materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
     over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons
     performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial
         reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
         report financial information; and
     b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the
         registrant's internal control over financial reporting.


Date:    August 14, 2003

                                                                          By:   /s/ THOMAS O. STAGGS
                                                                                -------------------------------------
                                                                                Thomas O. Staggs
                                                                                Senior Executive Vice President
                                                                                 and Chief Financial Officer