8-K

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



                                                               FORM 8-K
                                                            CURRENT REPORT

                                Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                           Date of Report (Date of Earliest Event Reported):
                                                           November 20, 2003



                                                        The Walt Disney Company
                                        (Exact name of registrant as specified in its charter)

                                                               Delaware
                                            (State or other jurisdiction of incorporation)

                          1-11605                                                   95-4545390
                 (COMMISSION FILE NUMBER)                               (IRS EMPLOYER IDENTIFICATION NO.)

               500 South Buena Vista Street
                    Burbank, California                                               91521
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                   (ZIP CODE)

                                                            (818) 560-1000
                                         (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                                            Not applicable
                                        (FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)




Item 7.     Financial Statements and Exhibits

            (c) Exhibits

                 99(a) Press release of November 20, 2003
                 99(b) Text of conference call presentations by executives of
                       the Registrant on November 20, 2003


Item 12.    Results of Operations and Financial Condition.

            On November 20, 2003, the Registrant issued a press release relating to its results for the quarter and year ended
September 30, 2003.  A copy of the press release is furnished herewith as Exhibit 99(a).

            Also on November 20, 2003, the Registrant held a telephonic and Webcast conference call concerning the earnings
release.  During the call, presentations were made by Michael D. Eisner, Chairman of the Board and Chief
Executive Officer; Robert A. Iger, President and Chief Operating Officer; and Thomas O. Staggs, Senior Executive
Vice President and Chief Financial Officer of the Registrant.  A copy of the text of these presentations is filed
herewith as Exhibit 99(b).

            The Registrant believes that certain statements in the earnings release may constitute "forward-looking  statements" within the
meaning of the Private  Securities  Litigation Reform Act of 1995. These statements are made on the basis of management's  views and
assumptions  regarding  future events and business  performance as of the time the  statements  are made.  Actual results may differ
materially from those expressed or implied. Information concerning factors that could cause actual results to differ materially from
those in forward-looking statements is contained from time to time in the Registrant's filings with the U.S. Securities and Exchange
Commission, including the Registrant's annual report on Form 10-K for the year ended September 30, 2002.

            This information furnished under "Item 12. Results of Operations and Financial Condition", including the exhibits related
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in
such document.


                                                              Signatures

            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.


                                             The Walt Disney Company


                                           By:   /s/ Roger J. Patterson
                                             Roger J. Patterson
                                             Vice President, Counsel

Dated:   November 21, 2003

EX-99

FOR IMMEDIATE RELEASE

November 20, 2003

                        THE WALT DISNEY COMPANY REPORTS Improved results for THE YEAR ENDED September 30, 2003

o        Significant earnings growth in the fiscal fourth quarter helped drive overall EPS gains for the year

o        Strong operating performance for the quarter was driven by increases in Studio Entertainment, Media Networks and Consumer
         Products, offset somewhat by declines in Parks and Resorts

o        Studio Entertainment and Media Networks reported increases in revenue and operating income for the year as a whole,
         partially offset by declines in Parks and Resorts and Consumer Products

o        Cash flow from operations and free cash flow increased to $2.9 billion and $1.9 billion, respectively for the year as a
         whole, which drove reductions in total and net borrowings

         BURBANK, Calif. - The Walt Disney Company today reported earnings for the year and quarter ended September 30, 2003.

         Earnings per share for the fourth quarter was $0.20, up from $0.09 in the prior-year fourth quarter.  For the year, EPS
before a required accounting change was $0.65 versus $0.60 in the prior year.

         Earnings per share for the fourth  quarter and the full year include an  approximate  $0.03 EPS benefit from the  favorable
settlement  of certain  state tax  issues.  Earnings  per share for the full year also  include a $0.04  negative  impact due to the
write-off of an investment  in aircraft  leveraged  leases.  The  prior-year  EPS includes a $0.07 benefit from gains on the sale of
investments and the Disney Store Japan.


         "Disney's strong performance in the quarter,  driven by the Studios and Media Networks, and the substantial  improvement in
our overall  results during a difficult year provide  further  evidence that we have  established the foundation for future growth,"
said Michael Eisner, chairman and CEO of The Walt Disney Company. "The Walt Disney Studios' quarter was especially noteworthy, since
its success was founded on the creation of new franchises, such as 'Pirates of the Caribbean,' that can provide returns for years to
come. Looking ahead, we feel confident in our ability to deliver solid growth for fiscal 2004."

         Improved  operating  performance  for the quarter was driven by  increases in Studio  Entertainment,  Media  Networks,  and
Consumer  Products,  offset  somewhat by declines in Parks and  Resorts.  Results  for the year  reflected  strong  growth at Studio
Entertainment  and Media Networks,  partially  offset by declines at Parks and Resorts and a modest  decrease at Consumer  Products.

         Revenues,  segment  operating  income,  net income  and  earnings  per share for the year and  quarter  are as follows  (in
millions):

                                                   Year Ended                          Quarter Ended
                                                 September 30,                         September 30,
                                       ------------------------------------ -------------------------------------
                                           2003         2002      % Change       2003        2002     % Change
                                       ------------------------------------ ------------------------- -----------
Revenues                                $ 27,061     $ 25,329         7 %     $  7,014     $ 6,662          5 %
Segment operating income                   3,174        2,822        12 %          830         539         54 %
Income before the cumulative
  effect of accounting change              1,338        1,236         8 %          415         175        137 %
Net income                                 1,267        1,236         3 %          415         175        137 %
Diluted earnings per share
  before the cumulative effect of
  accounting change                     $   0.65     $   0.60         8 %     $   0.20     $  0.09        122 %
Diluted earnings per share              $   0.62     $   0.60         3 %     $   0.20     $  0.09        122 %


Operating Results

Studio Entertainment
         Studio Entertainment revenues for the year increased 10% to $7.4 billion, while segment operating income more than doubled
to $620 million from $273 million.  For the quarter, revenues increased 9% to $2.2 billion and segment operating income increased to
$205 million from $75 million.

         Studio Entertainment results for the year and quarter reflected strong growth in both domestic and international theatrical
motion picture distribution, television distribution and domestic home video, partially offset by higher development and production
write-offs.  Domestic and international theatrical motion picture distribution results reflected successful performances by
Disney/Pixar's Finding Nemo, Sweet Home Alabama, Santa Clause 2 and Bringing Down the House, as well as the fourth quarter releases
of Pirates of the Caribbean and Freaky Friday, compared to the prior year which included a film write-down.  Improvements in
television distribution reflected better performance of film product sales to television networks and to the pay television market.
Growth in domestic home video reflected strong DVD and VHS performances of Lilo & Stitch, Sweet Home Alabama, Signs and Beauty and
the Beast, as well as fourth quarter DVD and VHS releases, which included Chicago, Bringing Down the House and Gangs of New York.

         Higher segment operating income for the quarter was partially offset by declines in international home video reflecting
stronger performing titles in the prior-year, which included Hayao Miyazaki's Spirited Away and Disney/Pixar's Monsters, Inc.


Media Networks
         Media Networks revenues for the year increased 12% to $10.9 billion, and segment operating income increased 23% to $1.2
billion.  For the quarter, revenues increased 8% to $2.6 billion and segment operating income increased to $298 million from $147
million in the prior year.  See Table A for further detail of Media Networks results.

         For the year, the Media Networks segment benefited from a stronger advertising market and higher cable affiliate fees. For
the quarter, these same factors led to improved results at our cable networks, while higher programming and production costs
negatively affected broadcasting results.

         Broadcasting results for the year were driven by higher advertising revenues, partially offset by increased programming and
production costs.  Increased advertising revenues reflected higher rates due to an improved advertising marketplace for the ABC
television network, the Company's owned television and radio stations and the ABC radio networks.  The airing of the Super Bowl in
the second quarter of the current year contributed to increases in both advertising revenues and programming costs.  Year to year
comparisons were also negatively impacted by the cost of coverage of the war in Iraq and the previously disclosed receipt of
insurance proceeds in the prior year.

         Lower broadcasting results for the fourth quarter were primarily due to increased programming costs for more expensive
series and higher sports programming and production costs due to additional NFL broadcasts in the current quarter, partially offset
by increases in advertising and syndication revenue.


         Increased cable results for the year reflected higher affiliate and advertising revenue, partially offset by increased
sports programming costs, primarily for National Basketball Association and Major League Baseball broadcasts, and higher programming
costs at ABC Family.  Higher affiliate revenue was due to both contractual rate adjustments and subscriber growth.  The increase for
the year also reflected negative impacts in the prior year related to the financial difficulties of Adelphia Communications and
KirchMedia.

         Improved cable results for the fourth quarter were primarily driven by lower cost  amortization for the NFL contract due to
commencing the three year option period of the contract,  as well as higher advertising and affiliate revenues,  partially offset by
higher programming costs at ABC Family and start-up costs at the Disney Channel in Japan. Higher affiliate revenue was due primarily
to contractual rate adjustments and subscriber growth.

         Increased cable results for both the year and quarter were negatively affected by the bankruptcy of DirecTV in Latin
America, which is the Company's major distributor in that region.

Parks and Resorts
         Parks and Resorts revenue for the year decreased 1% to $6.4 billion and segment operating income decreased 18% to $957
million.  For the quarter, revenues decreased 1% to $1.6 billion and segment operating income decreased 4% to $225 million.

         Parks and Resorts results for the year primarily reflected lower hotel occupancy and theme park attendance and higher costs
at the Walt Disney World Resort, partially offset by higher guest spending.  Decreased hotel occupancy and theme park attendance at
Walt Disney World reflected continued softness in travel and tourism.  Higher costs at Walt Disney World were driven by higher
spending on employee benefits, marketing, refurbishments, information systems, depreciation and insurance.  Despite a continuing
focus on cost control, employee benefit costs, including pension expenses, are expected to continue to increase in fiscal 2004.
Guest spending increases primarily reflected ticket price increases in the fourth quarter of the prior year.


         Both the year and quarter were negatively impacted by the elimination of royalties and management fees from Euro Disney
beginning in the second quarter of the current year.

         For the quarter, declines driven by the elimination of Euro Disney fees were partially offset by gradual recovery at the
Walt Disney World Resort.  The improved results at Walt Disney World primarily reflected higher hotel occupancy and theme park
attendance, partially offset by lower guest spending due to special ticketing and other promotional programs offered during the
quarter.  Occupancy and attendance gains for the quarter were primarily due to higher domestic tourist and local guest visitation.

         For both the year and quarter, results for the Disneyland Resort were slightly down compared to the prior year, reflecting
higher costs, partially offset by higher hotel occupancy, theme park attendance and guest spending.

Consumer Products
         Consumer Products revenues for the year decreased 4% to $2.3 billion and segment operating income decreased 3% to $384
million.  Revenues for the quarter decreased 2% to $560 million and segment operating income increased 24% to $102 million.

         Results for the year were driven by decreases at the Disney Store, partially offset by increases in merchandise licensing.
Declines at the Disney Store reflected lower comparative store sales and decreased margins in North America and the sale of the
Disney Store business in Japan during the third quarter of the prior year.  Merchandise licensing increases were due primarily to
strong performance of toy licenses driven by new properties and classic characters, including Winnie the Pooh, Disney Princesses,
Power Rangers and Finding Nemo and increased royalties from direct-to-retail softlines licenses.


         Results for the quarter reflected strong growth in merchandise licensing due to stronger performance from toy licenses,
which more than offset the decrease at the Disney Store, which was due to lower margins from promotional sales and markdowns.

         The Company is continuing to pursue, as planned, the sale and disposition of the Disney Store.

Corporate and Unallocated Shared Expenses
         Corporate and unallocated  shared  expenses  increased 6% to $443 million for the year and increased 6% to $148 million for
the quarter.  The increase for the year  reflected  additional  costs  associated  with new finance and human  resource  information
technology  systems,  partially offset by lower brand promotion and litigation costs. The prior year also included gains on the sale
of properties in the U.K. The increase for the quarter was primarily due to higher legal costs. Information technology systems costs
for the fourth quarter were comparable to the prior-year quarter.

Net Interest Expense
         Net interest expense was as follows (in millions):
                                                               Year Ended                  Quarter Ended
                                                              September 30,                 September 30,
                                                       ---------------------------   --------------------------
                                                          2003           2002           2003          2002
                                                       -------------  ------------   ------------  ------------
Interest expense                                       $     (666)    $    (708)     $    (139)    $    (170)
United Airlines investment write-off                         (114)            -              -             -
Gain on the sale of Knight-Ridder
  shares                                                        -           216              -             -
Interest and investment income (loss)                         (13)           39              5             5
                                                           ---------     ---------      ---------     ---------
Net interest expense                                   $     (793)    $    (453)     $    (134)    $    (165)
                                                           =========     =========      =========     =========

         Interest expense decreased by 6% to $666 million and by 18% to $139 million for the year and quarter, respectively, driven
by lower interest rates and average debt balances.  Net interest expense increased from $453 million to $793 million for the year and
decreased from $165 million to $134 million for the quarter.  The year-over-year comparison of net interest expense is substantially
impacted by the $114 million write-off of leveraged leases on commercial aircraft in the current year and the $216 million gain on
the sale of the Company's shares of Knight-Ridder in the prior year.


Equity in the Income of Investees
         Income from equity investees, consisting primarily of Euro Disney, A&E Television, Lifetime Television and E! Entertainment
Television,  increased  48% to $334 million for the year and 47% to $91 million for the quarter.  The increase for both the year and
the quarter were driven by increases at Lifetime, A&E and E! Entertainment  Television.  Increases at Lifetime reflected the absence
of certain  advertising  expenses that were  reflected in prior-year  results.  Results at A&E and E! reflected  higher  advertising
revenues. Additionally, equity income in the prior year included the write-down of an investment in a Latin American cable operator.

Income Taxes
         The effective income tax rate decreased from 39%to 35% for the year and from 33% to 27% for the fourth quarter.  The
decreases in the current year and quarter were principally due to the favorable resolution of certain prior-year state income tax
exposures.

Balance Sheet and Cash Flow
         Total and net borrowings decreased by 7% and 11%, to $13.1 billion and $11.5 billion, respectively, as detailed below (in
millions).
                                                        September 30,
                                              -----------------------------------         Increase
                                                   2003                2002              (Decrease)
                                               --------------      -------------        -------------
Current portion of borrowings                   $     2,457        $     1,663          $       794
Long-term borrowings                                 10,643             12,467               (1,824)
                                                 ------------       ------------         ------------
Total borrowings                                     13,100             14,130               (1,030)
Cash and cash equivalents                            (1,583)            (1,239)                (344)
                                                 ------------       ------------         ------------
Net borrowings (1)                              $    11,517        $    12,891          $    (1,374)
                                                 ============       ============         ============

         (1) Net borrowings is a non-GAAP financial metric. See the discussion of non-GAAP financial metrics that follows below.

         The decrease in net borrowings was driven by strong cash flow from operations totaling $2.9 billion for the year, which was
$615 million or 27% higher than the prior year.

         Free cash flow for the year is detailed below (in millions).
                                                                            Year Ended
                                                                           September 30,
                                                                     -----------------------------     Increase
                                                                         2003            2002         (Decrease)
                                                                     -------------   -------------   ------------
Cash provided by operations                                          $    2,901      $    2,286      $       615
Investments in parks, resorts and other property                         (1,049)         (1,086)              37
                                                                      ------------    ------------    -------------
Free cash flow (1)                                                   $    1,852      $    1,200      $       652
                                                                      ============    ============    =============

         (1) Free cash flow is a non-GAAP financial metric. See the discussion of non-GAAP financial metrics that follows below.



         The increase in free cash flow was driven by a smaller increase in accounts receivable than in the prior year and higher
earnings adjusted for non-cash items, partially offset by higher film and television production spending.

         Investments in parks, resorts and other property were slightly below $1.1 billion for the year, down modestly from fiscal
2002.  Capital expenditures by business segment are as follows (in millions):

                                                                                    Year Ended September 30,
                                                                          ---------------------------------------------
                                                                                 2003                     2002
                                                                          --------------------     --------------------
Media Networks                                                              $        203              $       151
Parks and Resorts                                                                    577                      636
Studio Entertainment                                                                  49                       37
Consumer Products                                                                     44                       58
Corporate and unallocated shared expenditures                                        176                      204
                                                                             -----------------         ----------------
                                                                            $      1,049              $     1,086
                                                                             =================         ================

         In addition to debt reduction, the Company paid an annual dividend totaling $429 million.

Euro Disney Investment
         During November 2003, Euro Disney obtained waivers from its agent banks,  effective through March 31, 2004, with respect to
covenants for fiscal 2003 and other  obligations  including a reduction in certain security deposit  requirements.  The agreement is
expected to give Euro  Disney,  its lenders and the Company time to find a  resolution  to Euro  Disney's  financial  situation.  In
conjunction  with the bank  waivers,  the Company has provided a new 45 million  Euros ($52 million at September  30, 2003  exchange
rates) subordinated credit facility to Euro Disney, which can be drawn on through March 31, 2004 only after the existing 168 million
Euros ($192 million at September 30, 2003 exchange rates) standby facility provided by the Company to Euro Disney is fully drawn.


         If a timely resolution to Euro Disney's future financing needs is not obtained,  the waivers would expire,  and the Company
and Euro Disney believe Euro Disney would be unable to meet all of its debt obligations. In such an eventuality,  some or all of the
Company's $494 million Euro Disney  investment and receivables  would likely become impaired.  The Company believes that Euro Disney
will ultimately be successful in addressing its financing  requirements;  however, there can be no assurance that these efforts will
be successful.

Accounting Change
         The Company adopted EITF No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF 00-21) in the fiscal fourth
quarter of 2003.  This new accounting rule addresses the recognition of revenues derived from a single contract that contains
multiple products or services.  The rule provides additional requirements to determine when such revenues may be recorded separately
for accounting purposes.  Historically, the Company has recognized the NFL broadcast portion of ESPN's affiliate revenues when the
NFL games were aired, as ESPN's affiliate contracts provided a basis for allocating such revenue between NFL and non-NFL
programming.  Under separate accounting rules, the cost of the NFL rights has also been recognized as the games were aired.
Accordingly, the Company recognized both the NFL revenues and NFL costs in the quarters the games were aired.

         Under EITF 00-21's  requirements  for  separating  the revenue  elements of a single  contract,  the Company will no longer
allocate ESPN's affiliate revenue between NFL and non-NFL programming for accounting purposes. As a consequence, the Company will no
longer match NFL revenue with NFL costs, as ESPN affiliate revenue (including the NFL portion) will be recognized ratably throughout
the year,  while NFL contract  costs will  continue to be  recognized in the quarters the games are aired.  This  accounting  change
impacts  only the timing of revenue  recognition  and has no impact on cash flow.  As a result of this  change,  the Media  Networks
segment will report significantly  reduced revenue and profitability in the first fiscal quarter, when the majority of the NFL games
are aired, with commensurately increased revenues and profits in the second and third fiscal quarters.


         The Company has elected to adopt this new accounting rule using the cumulative effect approach.  Thus, during the fourth
quarter, the Company recorded an after-tax charge of $71 million for the cumulative effect of the accounting change as of the
beginning of fiscal year 2003.  This amount represents the revenue recorded for NFL games in the fourth quarter of fiscal year 2002,
which has been recorded ratably over fiscal 2003 under the new accounting method.

         The following table shows the quarterly effect on fiscal 2003 had the Company been following this new accounting method
throughout fiscal 2003.
                              Three Months        Three Months       Three Months     Three Months
                                 Ended               Ended              Ended            Ended             Year Ended
                              Dec 31, 2002      March 31, 2003      June 30, 2003     Sept 30, 2003       Sept 30, 2003
                          -------------------  -----------------  -----------------  ----------------   -----------------
                             Net                 Net                Net                Net                Net
                            Income     EPS1     Income     EPS1    Income    EPS1     Income    EPS1     Income    EPS1
                           --------  --------  --------  -------  --------  -------  --------  ------   --------  -------
Results prior to
  EITF 00-21 adoption     $    256  $  0.13   $    229  $  0.11  $    400  $  0.19  $    417  $ 0.20   $  1,302  $ 0.63
Cumulative effect of
   accounting change           (71)   (0.03)         -       -          -        -         -       -        (71)  (0.03)
Quarterly impact of
   accounting change          (149)   (0.07)        85     0.04       102     0.05        (2)  (0.00)        36    0.02
                           --------  --------  --------  -------  --------  -------  --------  -------  --------  -------
Results subsequent to
   EITF 00-21 adoption    $     36  $  0.02   $    314  $  0.15  $    502  $  0.24  $    415  $ 0.20   $  1,267  $ 0.62
                           ========  ========  ========  =======  ========  =======  ========  =======  ========  =======

         1 EPS amounts are based on diluted shares outstanding and may not add due to rounding

         Complete quarterly results for fiscal 2003, reflecting the implementation of the new rules are presented in Table C.


FIN 46
         In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46) and amended it in October 2003, such that it is now effective for the Company in the first
quarter of fiscal 2004.  Variable interest entities (VIEs) are entities that lack sufficient equity to finance their activities
without additional financial support from other parties or whose equity holders lack adequate decision making ability.  All of a
company's VIEs must be evaluated under methods prescribed by this interpretation to determine the primary beneficiary of the risks
and rewards of the VIE.  The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

         The current FIN 46 guidance is still  evolving  with several  critical  proposed  adjustments  recently  issued  through an
exposure draft. While we continue to evaluate the total impact of FIN 46, based on the current draft the Company anticipates that it
will likely be required to consolidate Euro Disney and Hong Kong Disneyland in the first quarter of fiscal 2004.

Non-GAAP Financial Metrics
         This earnings release presents net borrowings, free cash flow and aggregate segment operating income which are important
financial metrics for the Company, but are not GAAP defined metrics.

         Net borrowings - The Company believes that net borrowings provides investors with useful information because we do not
immediately apply cash and cash equivalents to the reduction of debt and net debt represents an important measure that reflects the
total amount of cash and cash equivalents potentially available to repay borrowings when they mature or when other circumstances
arise.  Furthermore, because we earn interest on our cash balances, net debt can be used to gauge net interest costs.  We do not
expect that we would use all of our available cash and cash equivalents to repay indebtedness in the ordinary course, but may use a
substantial portion of cash and cash equivalents to repay debt depending on the amount of cash and cash equivalents available
relative to our other current and anticipated uses of cash and the terms of our indebtedness.


         Free cash flow - The Company uses free cash flow (cash flow from operations less investments in parks, resorts and other
properties) among other measures, to evaluate the ability of its operations to generate cash available for purposes other than
capital expenditures.  Management believes free cash flow provides investors with an important perspective on the cash available to
service debt, make strategic acquisitions and investments, and pay dividends.

         Aggregate  segment  operating  income - The Company  evaluates the  performance of its operating  segments based on segment
operating income,  and management uses aggregate  segment  operating income as a measure of the performance of operating  businesses
separate from non-operating factors. The Company believes that aggregate segment operating income assists investors by allowing them
to evaluate  changes in the  operating  results of the Company's  portfolio of businesses  separate from factors other than business
operations that affect net income,  thus providing  separate insight into both operations and the other factors that affect reported
results.

         These measures should be used in conjunction with other GAAP financial measures and are not presented as alternative
measures of borrowings, cash flow or net income as determined in accordance with GAAP.  Net borrowings, free cash flow and aggregate
segment operating income as we have calculated them may not be comparable to similarly titled measures reported by other companies.





                                                          FORWARD-LOOKING STATEMENTS

         Management  believes certain  statements in this earnings release may constitute  "forward-looking  statements"  within the
meaning of the Private  Securities  Litigation Reform Act of 1995. These statements are made on the basis of management's  views and
assumptions  regarding  future  events and business  performance  as of the time the  statements  are made and  management  does not
undertake any obligation to update these  statements.  Actual results may differ  materially from those  expressed or implied.  Such
differences  may result from  actions  taken by the  Company,  including  restructuring  or strategic  initiatives  and  information
technology  improvements,  as well as from developments beyond the Company's control,  including  international,  political,  health
concern and  military  developments  that may affect  travel and leisure  businesses  generally  and changes in domestic  and global
economic  conditions  that may,  among other things,  affect the  performance  of the Company's  theatrical  and home  entertainment
releases, the advertising market for broadcast and cable television programming,  expenses of providing medical and pension benefits
and demand for  consumer  products.  Changes in domestic  competitive  conditions  and  technological  developments  may also affect
performance of all significant Company businesses.









                                                        The Walt Disney Company
                                                   CONSOLIDATED STATEMENTS OF INCOME
                                            (unaudited, in millions, except per share data)


                                                                              Year Ended                      Quarter Ended
                                                                            September 30,                     September 30,
                                                                    ---------------------------------  -----------------------------
                                                                          2003              2002           2003             2002
                                                                    ---------------   ---------------  -------------   -------------

Revenues                                                             $    27,061      $     25,329     $    7,014      $     6,662

Costs and expenses                                                       (24,330)          (22,924)        (6,332)          (6,263)

Amortization of intangible assets                                            (18)              (21)            (4)              (7)

Gain on the sale of business                                                  16                34              -                -

Net interest expense                                                        (793)             (453)          (134)            (165)

Equity in the income of investees                                            334               225             91               62

Restructuring and impairment charges                                         (16)                -             (1)               -
                                                                       ------------     -------------    -----------     -----------
Income before income taxes, minority interests and cumulative
   effect of accounting change                                             2,254             2,190            634              289

Income taxes                                                                (789)             (853)          (171)             (96)

Minority interests                                                          (127)             (101)           (48)             (18)
                                                                       ------------     -------------    -----------     -----------

Income before cumulative effect of accounting change                       1,338             1,236            415              175

Cumulative effect of accounting change                                       (71)                -              -                -
                                                                       ------------     -------------    -----------     -----------
Net income                                                           $     1,267      $      1,236     $      415      $       175
                                                                       ============     =============    ===========     ===========

Earnings per share before cumulative effect of accounting change:

     Diluted (1)                                                     $      0.65      $       0.60     $     0.20      $      0.09
                                                                       ============     =============    ===========     ===========
     Basic                                                           $      0.65      $       0.61     $     0.20      $      0.09
                                                                       ============     =============    ===========     ===========
Earnings per share:

     Diluted (1)                                                     $      0.62      $       0.60     $     0.20      $      0.09
                                                                       ============     =============    ===========     ===========
     Basic                                                           $      0.62      $       0.61     $     0.20      $      0.09
                                                                       ============     =============    ===========     ===========
Average number of common and common equivalent
   shares outstanding:

     Diluted                                                               2,067             2,044          2,095            2,043
                                                                       ============     =============    ===========     ===========
     Basic                                                                 2,043             2,040          2,044            2,041
                                                                       ============     =============    ===========     ===========

         (1) The calculation of diluted earnings per share assumes the conversion of the Company's convertible senior notes and adds
             back interest expense (net of tax) of $10 million and $6 million for the year and quarter, respectively.


                                                        The Walt Disney Company
                                                            SEGMENT RESULTS
                                                       (unaudited, in millions)


                                                 Year Ended                                  Quarter Ended
                                                September 30,                                September 30,
                                         -----------------------------  ------------ -------------------------------  -----------
                                              2003           2002          Change           2003           2002          Change
                                         -------------  --------------  ------------  --------------  --------------  -----------
Revenues:
   Media Networks                        $   10,941     $     9,733           12 %     $    2,635      $    2,435           8 %
   Parks and Resorts                          6,412           6,465           (1)%          1,648           1,660          (1)%
   Studio Entertainment                       7,364           6,691           10 %          2,171           1,998           9 %
   Consumer Products                          2,344           2,440           (4)%            560             569          (2)%
                                           -----------     -----------                   -----------    ------------
                                         $   27,061     $    25,329            7 %     $    7,014      $    6,662           5 %
                                           ===========     ===========                   ===========    ============
Segment operating income:
   Media Networks                        $    1,213             986           23 %            298             147         103 %
   Parks and Resorts                            957           1,169          (18)%            225             235          (4)%
   Studio Entertainment                         620             273          127 %            205              75         173 %
   Consumer Products                            384             394           (3)%            102              82          24 %
                                           -----------     -----------                   -----------    ------------
                                         $    3,174     $     2,822           12 %     $      830      $      539          54 %
                                           ===========     ===========                   ===========    ============

         The Company  evaluates the performance of its operating  segments based on segment  operating  income. A reconciliation  of
segment operating income to income before income taxes, minority interests and cumulative effect of accounting change is as follows:

                                                                        Year Ended                       Quarter Ended
                                                                      September 30,                      September 30,
                                                             --------------------------------  ---------------------------------
                                                                    2003           2002              2003             2002
                                                             ---------------  ---------------  ----------------  ---------------
Segment operating income                                      $     3,174       $    2,822       $       830      $       539
Corporate and unallocated shared expenses                            (443)            (417)             (148)            (140)
Amortization of intangible assets                                     (18)             (21)               (4)              (7)
Gain on the sale of business                                           16               34                 -                -
Net interest expense                                                 (793)            (453)             (134)            (165)
Equity in the income of investees                                     334              225                91               62
Restructuring and impairment charges                                  (16)               -                (1)               -
                                                                ------------     ------------     -------------    -------------
Income before income taxes, minority interests and
   cumulative effect of accounting change                      $    2,254       $    2,190       $       634      $       289
                                                                ============     ============     =============    =============

Depreciation expense is as follows:
                                                                        Year Ended                       Quarter Ended
                                                                      September 30,                      September 30,
                                                             --------------------------------  ---------------------------------
                                                                  2003            2002               2003             2002
                                                             ---------------  ---------------  ---------------- ----------------
   Media Networks                                              $      169       $      180      $         41      $        43
   Parks and Resorts                                                  681              648               152              164
   Studio Entertainment                                                39               46                11               12
   Consumer Products                                                   63               58                16               14
                                                                ------------     ------------    --------------    -------------
   Segment depreciation expense                                       952              932               220              233
   Corporate                                                          107               89                27               27
                                                                ------------     ------------    --------------    -------------
   Total depreciation expense                                  $    1,059       $    1,021      $        247      $       260
                                                                ============     ============    ==============    =============

Segment depreciation expense is included in segment operating income and corporate depreciation expense is included in
corporate and unallocated shared expenses.





                                                        The Walt Disney Company
                                                      CONSOLIDATED BALANCE SHEETS
                                            (unaudited, in millions, except per share data)


                                                                                               September 30,
                                                                                    --------------------------------------
                                                                                         2003                 2002
                                                                                    -----------------   ------------------
ASSETS
Current assets
     Cash and cash equivalents                                                       $        1,583      $         1,239
     Receivables                                                                              4,238                4,049
     Inventories                                                                                703                  697
     Television costs                                                                           568                  661
     Deferred income taxes                                                                      674                  624
     Other assets                                                                               548                  579
                                                                                        -------------       --------------
         Total current assets                                                                 8,314                7,849

Film and television costs                                                                     6,205                5,959
Investments                                                                                   1,849                1,810
Parks, resorts and other property, at cost
     Attractions, buildings and equipment                                                    19,499               18,917
     Accumulated depreciation                                                                (8,794)              (8,133)
                                                                                        -------------       --------------
                                                                                             10,705               10,784
     Projects in progress                                                                     1,076                1,148
     Land                                                                                       897                  848
                                                                                        -------------       --------------
                                                                                             12,678               12,780

Intangible assets, net                                                                        2,786                2,776
Goodwill                                                                                     16,966               17,083
Other assets                                                                                  1,190                1,788
                                                                                        -------------       --------------
                                                                                     $       49,988      $        50,045
                                                                                        =============       ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
     Accounts payable and other accrued liabilities                                  $        5,044      $         5,173
     Current portion of borrowings                                                            2,457                1,663
     Unearned royalties and other advances                                                    1,168                  983
                                                                                        -------------       --------------
         Total current liabilities                                                            8,669                7,819

Borrowings                                                                                   10,643               12,467
Deferred income taxes                                                                         2,712                2,597
Other long term liabilities                                                                   3,745                3,283
Minority interests                                                                              428                  434
Commitments and contingencies
Stockholders' Equity
     Preferred stock, $.01 par value
        Authorized - 100 million shares, Issued - none
     Common stock
           Common stock - Disney, $.01 par value
                 Authorized - 3.6 billion shares, Issued - 2.1 billion shares                12,154               12,107
           Common stock - Internet Group, $.01 par value
                 Authorized - 1.0 billion shares, Issued - none
     Retained earnings                                                                       13,817               12,979
     Accumulated other comprehensive (loss) income                                             (653)                 (85)
                                                                                        -------------       --------------
                                                                                             25,318               25,001
     Treasury stock, at cost, 86.7 million and 81.4 million Disney shares                    (1,527)              (1,395)
     Shares held by TWDC Stock Compensation Fund II, at cost
        Disney - none and 6.6 million shares                                                      -                 (161)
                                                                                        -------------       --------------
                                                                                             23,791               23,445
                                                                                        -------------       --------------
                                                                                     $       49,988      $        50,045
                                                                                        =============       ==============


                                                     The Walt Disney Company
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (unaudited, in millions)


                                                                                                Year Ended
                                                                                              September 30,
                                                                                        ----------------------------
                                                                                            2003              2002
                                                                                        ----------        ----------
OPERATING ACTIVITIES
     Net income                                                                      $     1,267       $     1,236
                                                                                        ----------        ----------
     Depreciation                                                                          1,059             1,021
     Amortization of intangible assets                                                        18                21
     Gain on the sale of business                                                            (16)              (34)
     Equity in the income of investees                                                      (334)             (225)
     Cash distributions received from equity investees                                       340               234
     Restructuring and impairment charges                                                     13                 -
     Write-off of aircraft leveraged lease                                                   114                 -
     Minority interests                                                                      127               101
     Gain on sale of Knight-Ridder, Inc. shares                                                -              (216)
     Change in film and television costs                                                    (369)              (97)
     Changes in noncurrent assets and liabilities, and other                                 468               346
                                                                                        ----------        ----------
                                                                                           1,420             1,151
                                                                                        ----------        ----------
     Changes in working capital
       Receivables                                                                          (194)             (535)
       Inventories                                                                            (6)              (35)
       Other assets                                                                          (28)              (86)
       Accounts and taxes payable and other accrued liabilities                              275               225
       Television costs                                                                      217               404
       Deferred income taxes                                                                 (50)              (74)
                                                                                        ----------        ----------
                                                                                             214              (101)
                                                                                        ----------        ----------
     Cash provided by operations                                                           2,901             2,286
                                                                                        ----------        ----------
INVESTING ACTIVITIES
     Investments in parks, resorts and other property                                     (1,049)           (1,086)
     Acquisitions (net of cash acquired)                                                    (130)           (2,845)
     Dispositions                                                                            166               200
     Proceeds from sale of investments                                                        40               601
     Purchases of investments                                                                (14)               (9)
     Other                                                                                   (47)              (37)
                                                                                         ---------        ----------
      Cash used by investing activities                                                   (1,034)           (3,176)
                                                                                        ----------        ----------
FINANCING ACTIVITIES
     Borrowings                                                                            1,635             4,038
     Reduction of borrowings                                                              (2,059)           (2,113)
     Commercial paper borrowings, net                                                       (721)              (33)
     Exercise of stock options and other                                                      51                47
     Dividends                                                                              (429)             (428)
                                                                                        ----------        ----------
     Cash (used) provided by financing activities                                         (1,523)            1,511
                                                                                        ----------        ----------
Increase in cash and cash equivalents                                                        344               621
Cash and cash equivalents, beginning of year                                               1,239               618
                                                                                        ----------        ----------
Cash and cash equivalents, end of year                                               $     1,583       $     1,239
                                                                                        ==========        ==========
Supplemental disclosure of cash flow information:
     Interest paid                                                                   $       705       $       674
                                                                                        ==========        ==========
     Income taxes paid                                                               $       371       $       447
                                                                                        ==========        ==========





                                                                                                                            Table A

                                                            MEDIA NETWORKS
                                                       (unaudited, in millions)


Year Ended September 30,                                       2003                    2002                Change
- -------------------------------------------------------  ------------------      -----------------    -----------------

Revenues:
     Broadcasting                                       $          5,418      $           5,058                7 %
     Cable Networks                                                5,523                  4,675               18 %
                                                         ------------------      -----------------
                                                        $         10,941      $           9,733               12 %
                                                         ==================      =================
Segment operating income (loss):
     Broadcasting                                       $             37      $             (37)             200 %
     Cable Networks                                                1,176                  1,023               15 %
                                                         ------------------      -----------------
                                                        $          1,213      $             986               23 %
                                                         ==================      =================

Depreciation expense:
     Broadcasting                                       $             91      $             100               (9)%
     Cable Networks                                                   78                     80               (3)%
                                                         ------------------      -----------------

                                                        $            169      $             180               (6)%
                                                         ==================      =================



Quarter Ended September 30,                                    2003                    2002                Change
- -------------------------------------------------------  ------------------      -----------------    -----------------

Revenues:
     Broadcasting                                       $          1,216      $            1,151               6 %
     Cable Networks                                                1,419                   1,284              11 %
                                                         ------------------      -----------------
                                                        $          2,635      $            2,435               8 %
                                                         ==================      =================
Segment operating income (loss):
     Broadcasting                                       $            (79)     $              (23)           (243)%
     Cable Networks                                                  377                     170             122 %
                                                         ------------------      -----------------
                                                        $            298      $              147             103 %
                                                         ==================      =================

Depreciation expense:
     Broadcasting                                       $             23      $               25              (8)%
     Cable Networks                                                   18                      18               -
                                                         ------------------      -----------------
                                                        $             41      $               43              (5)%
                                                         ==================      =================








                                                                                                                          Table B

         The following table reflects pro forma net income and earnings per share had the Company elected to record stock option
expense based on the fair value approach methodology:

                                                                               Year Ended                      Quarter Ended
                                                                              September 30,                     September 30,
                                                                       ----------------------------     ----------------------------
(unaudited, in millions, except per share data)                           2003            2002             2003            2002
                                                                       ------------    ------------     ------------    ------------
Net income:
     As reported                                                     $    1,267      $    1,236       $      415      $      175
     Pro forma after option expense                                         973             930              334              93

Diluted earnings per share:
     As reported                                                           0.62            0.60             0.20            0.09
     Pro forma after option expense                                        0.48            0.45             0.16            0.05

         These pro forma amounts may not be representative of future  disclosures since the estimated fair value of stock options is
amortized to expense over the vesting period,  and additional  options may be granted in future years.  The pro forma amounts assume
that the Company had been following the fair value approach since the beginning of fiscal 1996.

         Fully diluted shares outstanding and diluted earnings per share include the effect of in-the-money stock options calculated
based on the average share price for the period and assumes conversion of the Company's convertible senior notes.  The dilution from
employee options increases as the Company's share price increases, as shown below:

                                                                               Percentage of
               Average                Total               Incremental         Average Shares        Hypothetical Q4
               Disney              In-the-Money         Diluted Shares          Outstanding               2003
             Share Price             Options                  (1)                                    EPS Impact (3)
          ------------------    -------------------    ------------------    ------------------    -------------------

     -----------------------------------------------------------------------------------------------------------------
     $          21.08                   53 mil                -- (2)                 --          $         0.00
     -----------------------------------------------------------------------------------------------------------------
                25.00                  119 mil                 9 mil               0.43%                  (0.00)
                30.00                  147 mil                21 mil               1.00%                  (0.00)
                40.00                  212 mil                46 mil               2.20%                  (0.00)
                50.00                  220 mil                63 mil               3.01%                  (0.00)

     (1)   Represents the incremental impact on fully diluted shares outstanding assuming the average share prices indicated, using
           the treasury stock method.  Under the treasury stock method, the tax effected proceeds that would be received from the
           exercise of all in-the-money options are assumed to be used to repurchase shares.
     (2)   Fully diluted shares outstanding for the quarter ended September 30, 2003 total 2,095 million and include the dilutive
           impact of in-the-money options at the average share price for the period of $21.08 and assumes conversion of the
           convertible senior notes.  At the average share price of $21.08, the dilutive impact of in-the-money options was 6
           million shares for the quarter.
     (3)   Based upon Q4 2003 earnings of $415 million or $0.20 per share.





                                                                                                                            Table C
                                                        The Walt Disney Company
                                           QUARTERLY CONSOLIDATED INCOME STATEMENT WORKSHEET
                                            (unaudited, in millions, except per share data)


                                                    Three Months     Three Months    Three Months    Three Months
                                                       Ended            Ended            Ended           Ended        Year Ended
                                                    Dec 31, 2002     Mar 31, 2003    June 30, 2003   Sept 30, 2003   Sept 30, 2003
                                                  --------------- -------------------------------- --------------- ----------------

 Revenues:
     Media Networks                               $    2,944       $    2,653      $     2,709     $     2,635      $    10,941
     Parks and Resorts                                 1,548            1,485            1,731           1,648            6,412
     Studio Entertainment                              1,891            1,862            1,440           2,171            7,364
     Consumer Products                                   787              500              497             560            2,344
                                                   --------------   --------------  --------------  --------------   --------------
                                                  $    7,170       $    6,500      $     6,377     $     7,014      $    27,061
                                                   ==============   ==============  ==============  ==============   ==============
 Segment operating income:
     Media Networks                               $      (71)      $      400      $       586     $       298      $     1,213
     Parks and Resorts                                   225              155              352             225              957
     Studio Entertainment                                138              206               71             205              620
     Consumer Products                                   190               53               39             102              384
                                                   --------------   --------------  --------------  --------------   --------------
                                                         482              814            1,048             830            3,174

 Corporate and unallocated shared expenses              (102)             (93)            (100)           (148)            (443)
 Amortization of intangible assets                        (5)              (7)              (2)             (4)             (18)
 Gain on the sale of business                              -                -               16               -               16
 Net interest expense                                   (296)            (178)            (185)           (134)            (793)
 Equity in the income of investees                        90               51              102              91              334
 Restructuring and impairment charges                      -                -              (15)             (1)             (16)
                                                   --------------   --------------  --------------  --------------   --------------
 Income before income taxes, minority interests          169              587              864             634            2,254
   and cumulative effect of accounting change
 Income taxes                                            (77)            (219)            (322)           (171)            (789)
 Minority interests                                       15              (54)             (40)            (48)            (127)
                                                   --------------   --------------  --------------  --------------   --------------
 Income before cumulative effect of accounting
  change                                                 107              314              502             415            1,338
 Cumulative effect of accounting change                  (71)               -                -               -              (71)
                                                   --------------   --------------  --------------  --------------   --------------
 Net income                                       $       36       $      314      $       502     $       415      $     1,267
                                                   ==============   ==============  ==============  ==============   ==============

 Earnings per share before cumulative effect of
  accounting change:
     Diluted (1)                                  $     0.05       $     0.15      $      0.24     $      0.20      $      0.65
                                                   ==============   ==============  ==============  ==============   ==============
     Basic                                        $     0.05       $     0.15      $      0.25     $      0.20      $      0.65
                                                   ==============   ==============  ==============  ==============   ==============

 Earnings per share after cumulative effect of
   accounting change:
     Diluted (1)                                  $     0.02       $     0.15      $      0.24     $      0.20      $      0.62
                                                   ==============   ==============  ==============  ==============   ==============
     Basic                                        $     0.02       $     0.15      $      0.25     $      0.20      $      0.62
                                                   ==============   ==============  ==============  ==============   ==============

         (1) The calculation of diluted earnings per share assumes the conversion of the Company's convertible senior notes and adds
             back interest expense (net of tax) of $10 million and $6 million for the year and fourth quarter, respectively.


         Note:
         As discussed earlier in this release, the Company adopted EITF 00-21 in the fiscal fourth quarter of 2003. This table
         presents quarterly operating results as if the Company had followed the provisions of EITF 00-21 throughout the fiscal
         year.



                                                        The Walt Disney Company
                                      QUARTERLY CONSOLIDATED INCOME STATEMENT WORKSHEET-continued
                                                       (unaudited, in millions)


The following table provides supplemental revenue and operating income detail for the Media Networks segment:


                                          Three Months      Three Months           Three        Three Months                                                                             Year
                                              Ended             Ended          Months Ended         Ended            Year Ended
                                          Dec 31, 2002      Mar 31, 2003       June 30, 2003    Sept 30, 2003      Sept 30, 2003
                                       ------------------------------------ ----------------------------------- ------------------
 Revenues:
       Broadcasting                     $      1,564      $      1,407       $     1,231      $      1,216       $      5,418
       Cable Networks                          1,380             1,246             1,478             1,419              5,523
                                         ----------------  ----------------   ---------------  ----------------   ----------------
                                        $      2,944      $      2,653       $     2,709      $      2,635       $     10,941
                                         ================  ================   ===============  ================   ================

 Segment operating income (loss):
       Broadcasting                     $         38      $       (105)      $       183      $        (79)      $         37
       Cable Networks                           (109)              505               403               377              1,176
                                         ----------------  ----------------   ---------------  ----------------   ----------------
                                        $        (71)     $        400       $       586      $        298       $      1,213
                                         ================  ================   ===============  ================   ================

         Note 1 The accounting change has no impact on the Company's cash flows.

EX-99

                                                                                                     Exhibit 99(b)

Text of Conference Call Presentation by Executives of the Registrant on November 20, 2003


Michael D. Eisner

As we close the books on fiscal year 2003, our company finds itself in a strong position.  We saw significant
upsides in the Studios, while some other businesses faced challenges that are the ongoing focus of our
attention.

We are very pleased with the tremendous gains in the fourth quarter and the solid results for the year.   More
importantly, we are confident in our ability to deliver strong growth into 2004.

Our vision for Disney's growth and success is based on how well we do three basic things: create profitable
entertainment franchises that people love, aggressively pursue technological innovation that enhances how we
create and deliver that content to our audiences,  and strengthen and capitalize on the competitive advantage of
our brands and creative properties.

And, we continue to make cost containment and productivity essential underpinnings in everything we do.

Indeed, during the economic downturn, we have made operations more efficient across the company, which should
contribute to our growth as economic conditions improve.

In 2003, we launched or expanded on a range of entertainment franchises, from Pirates of the Caribbean to Finding
Nemo to Freaky Friday to Kim Possible to Lizzie McGuire to our Disney and ESPN cable channels to new offerings at
our parks.

Our technology strategy is all about innovation and keeping ahead of the curve of new opportunity.  Our
technology initiatives spanned all of our lines of business, including MovieBeam, HDTV, Broadband and our
proprietary Internet technology for streaming video called Motion, which was developed by our solidly profitable
Walt Disney Internet Group.


At ESPN, we've launched ESPN HD, which will not only continue to build and drive the ESPN brand, but will help
drive the entire industry toward the adoption of this new medium.

But we aren't just using technology to improve the delivery of our content ... we are also using it to improve the
content of our content.  For example, new attractions like Mission:  Space and the 3-D Mickey's PhilharMagic in
Orlando demonstrate our ability to leverage technology to engage audiences in dazzling new ways.

All of these initiatives could lead to important growth as we continue to pursue the opportunities of the digital
transformation of the entertainment industry.

As for the third element of our strategic vision - building and strengthening our brands - this is something we
single-mindedly pursue at all levels.  Two days ago, Bob Iger was in Japan launching our 22nd international
Disney Channel.  That same day, I was at Walt Disney World for the kick-off of our celebration of Mickey Mouse's
75th anniversary.  We may have been on two sides of the globe, but we were both participating in our company's
unique ability to expand and capitalize on our world class entertainment assets.

The Studios' stellar success during the year demonstrated the validity of our three-part strategy.  It created or
built on fantastic entertainment franchises, it used cutting-edge technology to create compelling entertainment
and it strengthened and broadened the Disney brand.

Our other businesses are also showing encouraging signs.  During the fourth quarter, Media Networks' performance
doubled, attendance was up at our parks and Consumer Products experienced growth in licensing.

These and many other indicators underscore that The Walt Disney Company is poised to reap the rewards of a
stabilizing domestic and global economic environment.  We are pleased with the year just passed and eager to
power forward into 2004.


Thomas O. Staggs

Our September quarter demonstrated what the combination of creative excellence and consistent financial rigor can
do for the bottom line.  Recent results also provide an early indication of how well positioned our businesses
are to deliver growth going forward.

Studio Entertainment proved to be our strongest year-over-year performer for the quarter, with segment operating
income more than doubling versus 2002.

Once again, DVD sales were an important contributor to growth, more than offsetting declines in VHS sales.  For
the fourth quarter, titles like Chicago, and Bringing Down the House drove more than a 20% increase in global DVD
unit sales.

In fact, Disney's worldwide DVD sales for the full year grew by more than 40%, to roughly 175 million units,
which more than offset the erosion in VHS unit sales.

Of course, the continued success of our 2003 film slate also contributed greatly to our fourth quarter results,
led by Pirates of the Caribbean and Finding Nemo.

We've had solid results from our film slate for the last three years and that success was especially evident this
quarter in the TV distribution window where titles like Lilo and Stitch, Remember the Titans, Sweet Home Alabama
and Spy Kids 2  helped to double operating profit for this business versus Q4 of 2002.

This improvement is an indication of how a successful theatrical year can yield profit enhancing revenue streams
for years to come,  which bodes well for the future, given the great performance we've had at the box office in
2003.

Cable Networks was also a large contributor to our growth, where higher ratings, a strong advertising market and
higher affiliate revenues were all factors in cable's 15% profit increase versus the prior year.  The significant growth
we saw in Q4 also reflected lower NFL rights fee amortization at ESPN as a result of our moving into the final
three years of that contract.


Cable Networks revenue growth for the year was offset somewhat due to our continued investment in new programming
primarily for new series at ABC Family and for the NBA and Wimbledon at ESPN.

Q4 advertising at the network was up 7% versus the prior year, with a little more than half the increase being
driven by two additional NFL games during the quarter.  An increased number of original program episodes and the
costs of the two additional games more than offset these improvements.

We continue to benefit from the strong and efficient management of our Television stations and our Radio
operations.  At our TV Stations, gross ad sales in Q4 were roughly flat with the prior year, however lower
expenses yielded modest improvements in operating income.   More importantly, our Television stations are number
1 in 7 of our 10 markets and enjoy margins averaging 40%.

At our radio networks, Q4 gross ad sales increased by 7%.   At our owned radio station group, ad sales were up
8%, driven by our larger markets - especially NY, LA and Chicago.   Our radio station group has also done a great
job of translating top line performance into bottom line results.  Margins at our radio stations average over
40% and, for the quarter, profits at the radio group increased by 19% over the prior year.

In Consumer Products, increases in revenue across every licensing business -- hardlines, softlines, and toys -
helped drive double-digit operating income growth in the merchandise licensing segment.   Increased earned
royalties in North America, Japan and Asia from licensees like Kellogg's, Hallmark and Gillette contributed to
this performance as did new licenses and new products in our toy division.

These results were partially offset by margin compression at the Disney Stores.

At theme parks, we've emphasized that we anticipate a gradual improvement in trends which is consistent with what
we saw this quarter.


At Walt Disney World, attendance grew by 12% for the September quarter.  New offerings like Mission: Space and
successful promotions like the 7 for 4 deal drove growth in the local and domestic tourist segments.
International visitation to Walt Disney World was down just slightly for the quarter.

The 7 for 4 promotion also helped drive  a 9% increase in occupied room nights at our Florida hotels and, not
surprisingly, a 5% decline in per room spending due to lower average daily rates.   Per capita spending on the
parks side was off by roughly 4%.

On the West Coast, attendance at the Disneyland Resort came in 5% ahead of the prior year quarter with increases
across all our guest segments.   Per capita spending was flat with last year.  Occupied room nights improved by
13% with per room spending increasing by 4%.

These attendance and occupancy gains were offset by higher expenses for employee benefits and insurance and
marketing, as well as the absence of Euro Disney royalties.

As expected, our 2003 capital spending for the company as a whole was roughly even with our spending in 2002 at
slightly under $1.1 billion.  More than 50% of this investment was in our Parks and Resorts segment.  As we have
previously indicated, we expect capital spending at our domestic theme parks to remain meaningfully under $1
billion per year going forward.

Throughout the last couple of years, we've responded to the difficult environment by driving operating,
investment and cash flow efficiencies across our businesses and we intend to maintain that focus, even as things
improve.

In fiscal 2003, we also continued to improve our balance sheet, while safeguarding our liquidity.  We generated
free cash flow of just under $1.9 billion this year, up by more than 50% from 2002.  As a result, we reduced net
borrowings by more than 10% to $11.5 billion.   Looking ahead, we continue to target credit statistics in the A-
range and we will therefore seek to further improve the balance sheet during fiscal 2004.


Now I'd like to spend a few moments on our expectations for 2004.  As is true with a number of other large
companies, we feel that in most instances it is better to avoid making specific earnings projections.

This approach reflects the fact that our primary focus is on managing Disney for long term success and
shareholder value and not against short-term forecasts.

However, we do not want our position on this issue to be misconstrued as a lack of confidence in our ability to
deliver strong growth.  For that reason, let me add that barring unforeseen changes in the climate for our
businesses, we expect to deliver fiscal 2004 earnings that meet or exceed the current Wall Street consensus of
$0.84 per share.

Here are some of the key growth drivers and swing factors that could impact our results as we move forward.

Media Networks will likely lead the way for us in fiscal 2004, where the very successful upfront advertising sales
over the summer, improved subscription revenues in cable and an improved cost structure at ABC should all
contribute to our bottom line.

At the same time, our investment in programming will continue, especially at The Disney Channel and ESPN.

Bob will give you some color on what we're seeing in the current ad market, but changes in the strength of that
market - as well as ABC ratings for the balance of the year - remain an important swing factor in 2004.

In terms of current trends at our parks, the December quarter has started off relatively well with overall
attendance at our domestic parks up 12%.   It's worth noting that international attendance remains relatively
flat versus last year.  At this point our room reservations on the books are up a more modest 8% versus this
time last year.

Please note that our advance booking window remains relatively short, which makes reading this data difficult, so
our actual results could easily vary from these trends.


Barring a meaningful change in the environment, we look for continued gradual improvement in attendance and
occupancy in 2004 offset by the increases in employee benefits costs that we've previously discussed.

Our 2004 film slate is off to a solid start with Brother Bear.  Key upcoming releases for the year include
Disney's Haunted Mansion, which comes out next week, Cold Mountain from Miramax this winter, and three spring
releases,  The Alamo, Hidalgo and our next animated film Home on the Range.

The Studio will benefit as the '03 theatrical slate is released in home video this year.  So far in Q1, we've
seen tremendous success from the DVD releases of Lion King and Finding Nemo.

With Pirates of the Caribbean, Freaky Friday and Santa Clause 2 also slated for a Q1 home video release, the
studio should have a very strong start in 2004.   As you might expect, year-over-year comparisons for the Studio
after Q1 will be more difficult.

As we turn our sights towards delivering strong results in 2004 and beyond, our primary financial goals are
straightforward and unchanged.  We remain focused on: delivering long-term growth in our earnings and cash flow;
wisely deploying our excess cash flow; and generating improved returns on our invested capital.

Succeeding in these goals requires a disciplined approach to managing financial risk without sacrificing creative
quality.  We believe that our most recent financial results reflect the progress that Disney has made toward that
end.


Robert A. Iger

Michael talked about our key areas of business focus that have positioned us for growth in the past, and which we
believe will continue to drive growth in the future.

Nowhere is the importance - and successful application -- of these priorities more apparent than in our Cable
segment, where new networks and services are extending the reach of our popular brands, and where programming
investment is extending the number and reach of key character franchises.


These efforts are also resulting in improved ratings across our cable assets, which deliver increased value for
our company and for viewers and distributors alike.

ESPN generates a significant part of cable television's value proposition for viewers, cable and satellite
operators and advertisers.  On the ratings front, ESPN delivers more top rated programs than any other ad
supported cable network.  In 2002, 18 of the top 20 rated shows on ad-supported cable were on ESPN and the
September quarter of 2003 marked the seventh consecutive quarter of year over year ratings gains at ESPN.

ESPN is also recognized as a leading driver of technological innovations and new businesses.  By making the
strongest sports commitment to High Definition television in the U.S. today, ESPN is helping to drive the early
transition to digital- a platform that provides meaningful revenue opportunities for MSOs.

We have paying contracts for ESPN HD in place with the cable and satellite companies that control 70% of the
nation's multi-channel video homes.  As our distribution partners roll out HDTV to customers, ESPN HD will be an
important part of that offering.

ESPN is not the only area of opportunity in our Cable segment.  As television becomes a key driver of global
entertainment properties, the Disney Channel has evolved into a new engine of creative and franchise development
for our company.  Disney Channel continued its positive ratings trajectory this past quarter, finishing as the #1
basic cable network in the important Kids 6-11 demographic in both primetime and total day.

We're bolstering Disney Channel's foundation by investing in new cable networks around the world.  The launch of
Disney Channel Japan - which required an investment of $10 million this past quarter -- brings our International
Disney Channel count to 22.

The launch of this new channel will require continued investment of roughly $25 million in 2004, however we're
confident that it will broaden the global reach and value of both our cable assets and the Disney brand, and
deliver an attractive return on capital over time.


Ratings and quality programming have obviously been a principal focus at the ABC Network as well.  Since March
2001, ABC has made great strides in developing strong comedies and has successfully added an unprecedented 10
comedies to its primetime schedule.

Eight of these ten are number one in their respective time periods in the coveted sales demographic of Adults 18 -
49.

These young comedies - all with upside potential - are the creative and financial building blocks for the future
of ABC primetime, especially those that are produced in-house by Touchstone Television.

The last two seasons have been the most successful in Touchstone Television's 19-year history and this success is
beginning to flow over into our off-net syndication pipeline.

Most recently, My Wife and Kids cleared more than 90% of the country in syndication, garnering well more than $2
million an episode.   According to Jim - the No. 1 program Tuesday at  9pm -- is up next.  While this revenue
stream won't be felt until fiscal 2005, the reception our ABC produced comedies are receiving bodes well for
ABC's off-net syndication business.

ABC's work in primetime is still ongoing, but our performance season to date indicates things are headed in the
right direction.  ABC now ranks first or second in 75% of the half-hours in primetime among regular programs for
the key sales demographic of Adults 18-49, ahead of its competition.

Thanks to this performance momentum, ABC is able to take advantage of the scatter marketplace with pricing that
is out-pacing upfront levels.

Since last quarter, we have seen some slowing in the ad marketplace, including spot TV and radio.  In radio,
pacings appear to be weakening in Q1, although they are still ahead of prior year.  And at our TV stations, we expect to
be on par with last year even though political spending in this quarter is approximately $30 - $35 million less than last year.


At the studio, our key priority remains driving for higher returns on investment by making the right movie at the
right price.

Making the right movie often involves leveraging our Disney brand advantage and the strength of Disney franchises
to drive performance, as we did with Pirates of the Caribbean, and Freaky Friday and with next weekend's Haunted
Mansion starring Eddie Murphy.

Combined, Buena Vista and Miramax have generated close to $2 billion in U.S. box office, representing the number
one position with over 26 percent market share so far for calendar year 2003.

But box office is just the top line of the equation.  The economics of our 2003 live action film slate -- which
we expect will deliver an ultimate return on investment above 20% - reflects our commitment to generating
attractive returns on the capital we invest.

DVD also continues to represent an opportunity for growth of substantial magnitude for Disney, especially in
2004.   We've seen strong early results from the DVD release of our most important platinum video title, The Lion
King -- which has sold over 11 million units worldwide and from the record-setting release of Finding Nemo which
has sold 20 million home video units in the U.S. alone, with sales still going strong.

In Consumer Products, the restructuring of merchandise licensing has progressed nicely. Three years ago, we
stated a goal of signing deals with 20 of the world's top retailers.   We've exceeded that goal and have a total
of 23 direct-to-retail deals in place today and are beginning to see traction in this business as a result.

The sale process for the Disney Stores is also on track and will likely extend into calendar 04.

At the theme parks, where we have invested heavily in our resort assets, our strategy has shifted toward
increasing the utilization of these tremendous properties and improving our market share, and consequently our
returns on our investment.


To do so, we are enhancing our marketing and distributing efforts and continuing to invest judiciously to
maintain the differentiation of our parks and resorts. Capital spending going forward falls into 4 categories
that support these goals.

First, we'll continue to make differentiating, big statement investments like Mission: SPACE and Tower of
Terror.

We'll balance these E-ticket rides with attractions that emphasize the Disney brand like Mickey's PhilharMagic at
Walt Disney World.

These will be complemented with live shows and spectaculars - such as Aladdin and Playhouse Disney in California-
which require modest investment and drive both attendance and guest satisfaction.

The final category includes smaller special effects which provide some of the biggest "wows" for our guests, like
our animatronic Lucky the Dinosaur, which takes our character meet & greets to the next technological level.

Even though we have the capacity to continue driving returns on our existing properties, we expect a substantial
piece of our growth to come from international expansion.  Our resort in Hong Kong - on schedule to open in
fiscal year 2006 -- will be an important footprint for Disney, given its location in the world's most populous
country, China.

In addition to differentiating the physical infrastructure of our theme parks, we're launching targeted marketing
efforts that offer great incentives to visit Disney, like Magical Gatherings, a new product that meets the
emerging popularity of multi-household and inter-generational travel, and Disney's Golden Celebration, an
18-month event that kicks off in May 2005 to commemorate the birth of our theme parks.

These initiatives continue to lay the groundwork for us to reap the benefit of an economic recovery that we hope
to see continue.


This year in theme parks -- and across every segment of the company -- we've been particularly successful
executing on the three strategic priorities that Michael outlined up front:  building our portfolio of enduring
character franchises, fortifying the competitive advantage of our brands, and using technological innovation to
enhance everything we do.

We believe a continued focus on these three elements will yield success for Disney for years to come and will
allow us to deliver long-term shareholder value in the form of increasing returns on capital, increased earnings
and higher free cash flow.