Rule 424(b)(3)
                                                  Registration No. 33-62777

PRICING SUPPLEMENT NO.:  14   dated     November 17, 1997


                         THE WALT DISNEY COMPANY

                            Medium-Term Notes

This Pricing Supplement accompanies and supplements the Prospectus dated
March  7, 1996, as supplemented by the Prospectus Supplement, dated March
7, 1996 (the "Prospectus Supplement").

The Notes have the following terms (as applicable):
Rate:  / / Fixed Rate     /X/ Floating Rate*     / / Zero Coupon
       / / Discount

* Under the circumstances specified below under "Interest Rate Provisions
  for Floating Rate Notes - Interest Trigger Provision", the interest rate
  applicable to the Notes may become fixed at 0% with respect to all
  periods commencing on December 24, 1997 through December 24, 2007.

Form:  /X/ Book-Entry     / / Definitive

Principal Amount:         $60,000,000

Original Issue Price:     100%

CUSIP No:                 25468PAP1

Proceeds to the Company:  $59,970,000

Discount or Commission to Agents:  $30,000

Original Issue Discount:  Yes; see "Certain Federal Income Tax Consequences"
                          below.

Original Issue Date:     11/24/97

Stated Maturity:    12/24/07

Yield to Maturity:  N/A

Earliest Redemption Date:     N/A

Redemption Price:   N/A

Interest Rate Provisions for Floating Rate Notes  (See "Interest Trigger
     Provision" below for circumstances that will affect the calculation of
     the interest rate):

  Initial Interest Rate:  5.6075% per annum from November 24, 1997 to but
     excluding December 24,  1997 (which initial interest rate is based on
     one-month LIBOR minus 0.08%)

     Base Rate or Rates:
         Commercial Paper Rate
     /X/ LIBOR:
           / /   Reuters Monitor Money Rates Service
           /X/   Dow Jones Telerate Service
           / /   Index Currency
     / / Treasury Rate
     / / Prime Rate
     / / Federal Funds Rate
     / / CD Rate
     / / CMT Rate
           / /  Dow Jones Telerate Page 7055
          / /   Dow Jones Telerate Page 7052
                / /   Week
                / /   Month
          / /  CMT Maturity Index:  ________
     / / Other:  ______

     Spread:   Minus 0.08%

     Index Maturity:
     / / 1 Month
     /X/ 3 Months
     / / 6 Months
     / / 1 Year
     / / Other (specify)

     Maximum Interest Rate:   N/A

     Minimum Interest Rate:   0% per annum

     Interest Trigger Provision:  In the event that, at 12:00 p.m. (New
     York City time) on December 17, 1997 (the "Trigger Time"), the 10-Year
     Treasury Rate (as defined below) is (a) less than 5.8380%, then the
     interest rate applicable to the Notes will be equal to the amount
     calculated in accordance with the provisions set forth above under
     "Interest Rate Provisions for Floating Rate Notes" multiplied by two
     (2) with respect to all periods commencing on December 24, 1997
     through December 24, 2007, or (b) equal to or greater than 5.8380%,
     then the interest rate applicable to the Notes will be equal to zero
     percent (0%) with respect to all periods commencing on December 24,
     1997 through December 24, 2007.

     As used herein, "10-Year Treasury Rate" means the rate set forth at
     the Trigger Time for Treasury Bills having a maturity of ten (10)
     years on the Dow Jones Telerate Service Page 7690.  If, at the Trigger
     Time, such rate is not available, then the 10-Year Treasury Rate will
     be calculated by General Re Financial Products Corporation, which is
     the Company's counterparty in a hedging transaction entered into by
     the Company concurrently and in conjunction with the issuance of the
     Notes ("GRFP"), and will be a yield to maturity based on the
     arithmetic mean of the secondary market mid-market prices as of
     approximately 3:30 p.m. (New York City time) on December 17, 1997
     reported, according to their written records, by three leading primary
     United States government securities dealers (each a "Reference
     Dealer") in the City of New York selected by GRFP, for the most
     recently issued direct non-callable fixed rate obligations of the
     United States (Treasury Bill) with an original maturity of
     approximately ten years and a remaining term to maturity of not less
     than nine years.  If GRFP cannot obtain three such Treasury Bill
     quotations, the 10-Year Treasury Rate will be calculated by GRFP and
     will be a yield to maturity based on the arithmetic mean of the
     secondary market mid-market prices as of approximately 3:30 p.m. (New
     York City time) on December 17, 1997 of three Reference Dealers in the
     City of New York (from five such Reference Dealers selected by GRFP)
     and eliminating the highest quotation (or, in the event of equality,
     one of the highest) and the lowest quotation (or, in the event of
     equality, one of the lowest), for Treasury Bills with an original
     maturity of greater than ten years and a remaining term to maturity
     closest to ten years.  If two Treasury Bills with an original maturity
     of greater than ten years have remaining terms to maturity equally
     close to ten years, the quotes for the Treasury Bill with the shorter
     remaining term to maturity will be used.  If three or four (and not
     five) of such Reference Dealers provide quotations as described in
     this clause, then the 10-Year Treasury Rate will be based on the
     arithmetic mean of the mid-market quotations obtained and neither the
     highest nor lowest of such quotations will be eliminated.  If fewer
     than three Reference Dealers selected by GRFP provide quotations, the
     10-Year Treasury Rate will be either the arithmetic mean of such
     quotations or, in the event that one quotation is provided, the 10-
     Year Treasury Rate will be that quotation.

Interest Payment Dates:
     / /   Third Wednesday of each month
     / /   Third Wednesday of each March, June,
                September and December
     / /   Third Wednesday of each _________
                and _________
     / /   Third Wednesday of each _________
     /X/   Other (specify)  Each March 24, June 24, September 24 and December
                            24 commencing December 24, 1997 to and including
                            December 24, 2007

Regular Record Dates:
     /X/   Fifteenth day (whether or not a Business Day)
           immediately preceding the related Interest
           Payment Date
     / /   Other (specify) __________

Interest Payment Period:
     / /   Monthly
     /X/   Quarterly
     / /   Semiannually
     / /   Annually

Interest Reset Period:
     / /   Daily
     / /   Weekly
     / /   Monthly
     /X/   Quarterly
     / /   Semiannually
     / /   Annually

Interest Reset Dates:  **
     / /   As specified in Prospectus Supplement
     /X/   Other (specify)  Each March 24, June 24, September 24 and
                            December 24, commencing December 24, 1997

Interest Determination Date: **
     /X/   As specified in Prospectus Supplement
     / /   Other (specify) __________

** If the 10-Year Treasury Rate at the Trigger Time is equal to or greater
   than 5.8380%, then the interest rate applicable to the Notes shall be
   fixed at 0% with respect to all periods commencing on December 24, 1997
   through December 24, 2007.  See "Interest Rate Provisions for Floating
   Rate Notes - Interest Trigger Provision" above.

Calculation Agent:       Citibank, N.A.

Plan of Distribution:    J.P. Morgan & Co. has acted as agent for the
                         Company in connection with the sale of the Notes.

Certain Federal Income Tax Consequences:     The following is a summary of
     certain United States Federal income tax consequences of the purchase,
     ownership and disposition of Notes and supplements the disclosure in
     the Prospectus Supplement.  Unless otherwise stated, this summary
     deals only with Notes held as capital assets (generally, assets held
     for investment under the Internal Revenue Code of 1986, as amended
     (the "Code")) by Holders who purchase Notes upon original issuance.
     The tax treatment of a Holder of Notes may vary depending upon his
     particular situation.  This summary does not address all of the tax
     consequences that may be relevant to Holders who may be subject to
     special tax treatment such as insurance companies, broker-dealers, tax-
     exempt organizations, persons that will hold the Notes as part of a
     "synthetic security" or "hedge" or foreign taxpayers.  In addition,
     this summary does not address any aspect of state, local, or foreign
     tax laws.  This summary is based on the United States Federal income
     tax law in effect as of the date hereof, which is subject to change,
     possibly on a retroactive basis.  Each investor is urged to consult
     his tax advisor as to the particular consequences of purchasing,
     owning and disposing of Notes, including the application and effect of
     United States Federal, state, local, and foreign tax laws.

Contingent Interest Payments:  For United States Federal income tax
     purposes, the Notes offered hereby will be considered to be a
     contingent payment debt instrument ("CPDI").  The application of these
     CPDI rules to the Notes will generally require a Holder to include in
     income, as ordinary income, the amount of the actual interest payment
     received (or accrued in the case of a Holder that uses an accrual
     method of tax accounting).

     More specifically, interest on the Notes will accrue on a constant
     yield basis at a "Comparable Yield" of 3-month LIBOR minus 0.10% and
     will be subject to positive or negative adjustments based upon a
     "Projected Payment Schedule".  In this case, the Projected Payment
     Schedule will be based on the initial offering price of the Notes
     multiplied by the comparable yield.  If the actual amount of the
     interest payment on the Notes differs from the projected amount of the
     payment, the difference will result in either an increase or decrease
     in the amount includible in income as interest on the Notes.

Sale, Exchange or Retirement of Notes:  A Holder's tax basis in the Notes
     is increased by any interest previously accrued by the Holder in
     accordance with the projected payment schedule and decreased by the
     projected amount of any contingent payments previously made to the
     Holder.  In the case of the Notes, a Holder's tax basis in the Notes
     will generally stay constant and be equal to the Holder's purchase
     price for such Notes.  Any gain recognized by a Holder on the sale,
     exchange or other disposition of the Notes will generally be treated
     as ordinary interest income.  Any loss on the sale, exchange or other
     disposition of the Notes will generally be treated as ordinary loss to
     the extent of the Holder's total net interest inclusions on the Note.
     Any additional loss will be treated as a capital loss.