8-K

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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):

February 19, 2003

THE WALT DISNEY COMPANY
(Exact Name of Registrant as Specified in its Charter)

DELAWARE
(State of Jurisdiction of Incorporation)

1-11605 (Commission File Number)	95-4545390 (IRS Employer Identification No.)
500 South Buena Vista Street Burbank, California (Address of Principal Executive Offices)	91521 (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.

(a)

Not applicable.



(b)

Not applicable.



(c)

Exhibits

Exhibit No.	Description
25	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, N.A. under the Senior Debt Securities Indenture.

SIGNATURE

        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.

Dated: February 19, 2003	THE WALT DISNEY COMPANY
	By:	/s/  DAVID K. THOMPSON David K. Thompson Senior Vice President Assistant General Counsel and Corporate Secretary

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Item 7. Financial Statements and Exhibits.

SIGNATURE

EX-25

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Exhibit 25

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Not Applicable (Jurisdiction of incorporation or organization if not a U.S. national bank)	94-1347393 (I.R.S. Employer Identification No.)
420 Montgomery Street San Francisco, CA (Address of principal executive offices)	94163 (Zip code)
Wells Fargo & Company Law Department, Trust Section MAC N9305-172 Sixth and Marquette, 17th Floor Minneapolis, MN 55479 (agent for services)

THE WALT DISNEY COMPANY
(Exact name of obligor as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)	95-4545390 (I.R.S. Employer Identification No.)
500 S. BUENA VISTA STREET BURBANK, CALIFORNIA (Address of principal executive offices)	91521 (Zip code)

Senior Debt Securities
(Title of the indenture securities)

Item 1.    General Information.    Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency,
Treasury Department
Washington, D.C. 20230

Federal Deposit Insurance Corporation
Washington, D.C. 20429

Federal Reserve Bank of San Francisco
San Francisco, CA 94120

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.    Affiliations with Obligor.    If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.    Foreign Trustee.    Not applicable.

Item 16.    List of Exhibits.    List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 28, 2001.*
Exhibit 3.	A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001.*
Exhibit 4.	Copy of By-laws of the trustee as now in effect.*
Exhibit 5.	Not applicable.
Exhibit 6.	The consents of United States institutional trustees required by Section 321(b) of the Act.
Exhibit 7.	Attached is a copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*

Incorporated by reference to exhibit number 25 filed with registration statement number 333-87398.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the day of 19^th of February, 2003.

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/  JEANIE MAR
Name:	Jeanie Mar
Title:	Vice President

Exhibit 6

February 19, 2003

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/  JEANIE MAR Jeanie Mar
Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 420 Montgomery Street, San Francisco, CA 94163
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2002,
filed in accordance with 12 U.S.C. §161 for National Banks.

			Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		$	8,221
	Interest-bearing balances			4,188
Securities:
	Held-to-maturity securities			0
	Available-for-sale securities			5,844
Federal funds sold and securities purchased under agreements to resell:
	Federal funds sold in domestic offices			2,148
	Securities purchased under agreements to resell			7
Loans and lease financing receivables:
	Loans and leases held for sale			22,302
	Loans and leases, net of unearned income			94,512
	LESS: Allowance for loan and lease losses			1,331
	Loans and leases, net of unearned income and allowance			93,181
Trading Assets				6,152
Premises and fixed assets (including capitalized leases)				1,616
Other real estate owned				70
Investments in unconsolidated subsidiaries and associated companies				256
Customers' liability to this bank on acceptances outstanding				42
Intangible assets
	Goodwill			5,356
	Other intangible assets			4,966
Other assets				11,512
Total assets			$	165,861
LIABILITIES
Deposits:
	In domestic offices		$	87,329
		Noninterest-bearing		26,595
		Interest-bearing		60,734
	In foreign offices, Edge and Agreement subsidiaries, and IBFs			16,057
		Noninterest-bearing		4
		Interest-bearing		16,053
Federal funds purchased and securities sold under agreements to repurchase:
	Federal funds purchased in domestic offices			17,958
	Securities sold under agreements to repurchase			469
Trading liabilities				6,096
Other borrowed money
	(includes mortgage indebtedness and obligations under capitalized leases)			8,528
Bank's liability on acceptances executed and outstanding				42
Subordinated notes and debentures				4,884
Other liabilities				7,364
Total liabilities			$	148,727

Minority interest in consolidated subsidiaries		33
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		13,272
Retained earnings		3,096
Accumulated other comprehensive income		213
Other equity capital components		0
Total equity capital		17,101
Total liabilities, minority interest, and equity capital	$	165,861

I, James E. Hanson, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

James E. Hanson
Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Carrie L. Tolstedt
Howard Atkins	Directors
Clyde W. Ostler

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Exhibit 25

SIGNATURE
Exhibit 6
Exhibit 7