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):

March 14, 2008

The Walt Disney Company

(Exact name of registrant as specified in its charter)

Delaware	1-11605	95-4545390
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 South Buena Vista Street

Burbank, California 91521

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (818) 560-1000

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On March 14, 2008, the Registrant issued a press release announcing that it has called for redemption on April 15, 2008 all of its outstanding 2.125% Convertible Senior Notes due 2023 (the “Convertible Notes”). A copy of the press release is furnished herewith as Exhibit 99.1. A copy of the notice of redemption sent to holders of record of the Convertible Notes is furnished herewith as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1	Press release of March 14, 2008
99.2	Notice of Redemption to the Holders of The Walt Disney Company 2.125% Convertible Senior Notes Due 2023

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
	Managing Vice President, Counsel Registered In-House Counsel

Dated: March 14, 2008

EX-99.1

Exhibit 99.1

Contact:	Jonathan Friedland
	The Walt Disney Company
	818-560-8306

THE WALT DISNEY COMPANY ANNOUNCES REDEMPTION

OF 2.125% CONVERTIBLE SENIOR NOTES DUE 2023

BURBANK, CA, March 14, 2008—The Walt Disney Company (NYSE: DIS) announced today that it will redeem all of its outstanding 2.125% Convertible Senior Notes due 2023 (CUSIP No. 254687AU0), on April 15, 2008 (the “Redemption Date”) at 100% of the principal amount of the Notes plus accrued interest to the Redemption Date. Wells Fargo Bank shall act as the Paying Agent.

In lieu of surrendering the Notes for redemption, holders may elect to convert the Notes or any portion thereof which is $1,000 or an integral multiple of $1,000, into shares of Disney Common Stock. The conversion rate is 33.9443 shares of Disney Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of $29.46 per share). Cash will be paid in lieu of fractional shares. Wells Fargo Bank shall act as the Conversion Agent. In order to exercise the conversion right, Notes must be surrendered for conversion to the Conversion Agent prior to the close of business on April 11, 2008. After that time, holders will be entitled only to the redemption price for the Notes.

ABOUT THE WALT DISNEY COMPANY:

The Walt Disney Company (NYSE:DIS), together with its subsidiaries and affiliates, is a leading diversified international family entertainment and media enterprise with four business segments: media networks, parks and resorts, studio entertainment and consumer products. Disney is a Dow 30 company, had annual revenues of more than $35 billion in its most recent fiscal year, and a market capitalization of nearly $59 billion as of March 12, 2008.

EX-99.2

Exhibit 99.2

NOTICE OF REDEMPTION

To the Holders of

THE WALT DISNEY COMPANY

2.125% CONVERTIBLE SENIOR NOTES DUE 2023

CUSIP #254687AU0

NOTICE IS HEREBY GIVEN THAT, pursuant to the terms of the Indenture dated as of September 24, 2001 between The Walt Disney Company (the “Company”) and Wells Fargo Bank, N.A. (the “Trustee”), and in accordance with the redemption provisions of the Notes, all of the Company’s outstanding 2.125% Convertible Senior Notes due 2023 (the “Notes”) have been called for redemption at the option of the Company on April 15, 2008 (the “Redemption Date”) at 100% of the principal amount thereof (the “Redemption Price”). Regular accrued interest at the current coupon rate of 2.125% per annum to the Redemption Date will be paid in the usual manner.

The Notes will become due and payable on the Redemption Date and interest thereon will cease to accrue on and after the Redemption Date. Payment of the Redemption Price, subject to receipt of the required funds, will be made on or after the Redemption Date to the holders of Notes upon presentation and surrender of such Notes at the office of the Trustee as follows:

Registered or Certified Mail	In Person	Air Courier
Wells Fargo Bank Minnesota, N.A.	Wells Fargo Bank, N.A.	Wells Fargo, N.A.
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Operations
P.O. Box 1517	Northstar East Building	MAC Code: N9303-121
Minneapolis, MN 55480-1517	608 2nd Avenue South, 12th FL.	6th & Marquette Avenue
	Minneapolis, MN 55402	Minneapolis, MN 55479

In lieu of surrendering the Notes to the Trustee for redemption, holders of the Notes may elect to convert the Notes or any portion thereof which is $1,000 or an integral multiple of $1,000, into shares of Common Stock, par value $0.01 per share (the “Common Stock”) of the Company at a conversion rate equal to 33.9443 shares of Common Stock per $1,000 principal amount of Notes (equivalent to a conversion price of $29.46 per share). Cash will be paid in lieu of fractional shares. This conversion right will terminate at the close of business on April 11, 2008. Wells Fargo Bank, N.A., will serve as conversion agent for the conversion (the “Conversion Agent”).

IN ORDER TO EXERCISE THE CONVERSION RIGHT, NOTES MUST BE SURRENDERED FOR CONVERSION TO THE CONVERSION AGENT, WELLS FARGO BANK, N.A., PRIOR TO THE CLOSE OF BUSINESS ON APRIL 11, 2008. AFTER THAT TIME, HOLDERS WILL BE ENTITLED ONLY TO THE REDEMPTION PRICE FOR THE NOTES.

Holders of the Notes who wish to convert Notes into shares of Common Stock must comply with the procedures in Section 4.12 of the Officer’s Certificate related to the Notes and paragraph 8 of the Notes and surrender the Notes with a completed and manually signed conversion notice in the form attached to the Notes to the Conversion Agent at the following address:

By hand or by mail:

Wells Fargo Bank, N.A.

707 Wilshire Blvd., 17^th Floor

Los Angeles, CA 90017

Attention: Corporate Trust Department

Telephone: (213) 614-2588

Facsimile: (213) 614-3355

When inquiring about this redemption, please have the Note number available. Please inform the Customer Service representative of the CUSIP number(s) of the affected Notes. Customer Service can be reached at 612-667-9764 or Toll Free at 1-800-344-5128.

THE WALT DISNEY COMPANY
By:	WELLS FARGO BANK, N.A.,
	as Trustee

Dated: March 14, 2008

IMPORTANT NOTICE

Under section 3406(a)(1) of the Internal Revenue Code, the Paying Agent making payment of interest or principal on securities may be obligated to withhold a percentage of the payment to a holder who has failed to furnish the Registrar with a valid taxpayer identification number, certification that the number supplied is correct, and that the holder is not subject to backup withholding. Holders of the bonds who wish to avoid the application of these provisions should submit either a completed IRS (Internal Revenue Service) Form W-9 (use only if the holder is a U.S. person, including a resident alien), or the appropriate form W-8 (use only if you are neither a U.S. person or a resident alien), when presenting the bonds for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515 and W-8 forms and instructions are available through the IRS via their web site at www.irs.gov.

* No representation is made as to the accuracy of the CUSIP numbers either as printed on the Notes or as set forth in this Notice of Redemption.

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