Filed by Pixar Pursuant to Rule 425

Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: Pixar

(Commission File No. 0-26976)

The following is a series of slides relating to the proposed acquisition of Pixar by The Walt Disney Company pursuant to the terms of an Agreement and Plan of Merger, dated as of January 24, 2006. The slide presentation is posted on Pixar’s external web site.

“Positioning Disney for the Digital Future”

Certain

statements

in

this

presentation

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 the

views and assumptions of the management of The Walt Disney Company and Pixar regarding future events and

business performance as of the time the statements are made and they do not undertake any obligation to

update these statements.

Actual results may differ materially from those expressed or implied.

Such

differences may result from legal or regulatory proceedings or other factors that affect the timing or ability to

complete the transactions contemplated herein, actions taken by either of the companies, including

restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions), as

well as from developments beyond the companies’

control, including:  adverse weather conditions or natural

disasters; health concerns; international, political or military

developments; technological developments; and

changes in domestic and global economic conditions, competitive conditions and consumer

preferences.

Such developments

may affect assumptions regarding the operations of the businesses of The

Walt Disney Company and Pixar separately or as combined entities

including, among other things, the timing

of the transaction, the performance of the companies’

theatrical and home entertainment releases, expenses of

providing medical and pension benefits, and demand for products and performance of some or all company

businesses either directly or through their impact on those who distribute our products.   Additional factors

that

may

affect

results

are

set

forth

in

the

Annual

Report

on

Form

10-K

of

The

Walt

Disney

Company

for

the

year ended October 1, 2005 under the heading “Item 1A—Risk Factors”

and in the Quarterly Report on Form 10-

Q of Pixar for the quarter ended October 1, 2005 under the “Risk Factors”

section of  Part I, Item 2.

3

Transaction Overview

•

All stock transaction

–

2.3

Disney

shares

will

be

issued

for

each

Pixar

share

(a

fixed

exchange

ratio)

–

Transaction

value

of

$7.4

billion;

$6.3

billion,

net

of

Pixar’s

over

$1

billion

in

cash

(based

on

fully

diluted

Pixar

shares

outstanding

and

Disney share price at close on 1/23/06)

•

Company will form Pixar

and

Disney feature animation studios

–

Newly combined animation division will share talents and best practices

–

Each unit will retain current production facilities to preserve creative cultures and capabilities

–

Pixar

President

Ed

Catmull

will

serve

as

President

of

the

combined

Pixar

and

Disney

feature

animation

studios,

reporting

to

Bob

Iger

and Dick Cook, Chairman of The Walt Disney Studios

–

Pixar

Executive

Vice

President

John

Lasseter

will

be

Chief

Creative

Officer

at

Pixar

and

Disney

feature

animation

studios,

as

well

as

Walt Disney Imagineering, reporting directly to Bob Iger

•

Pixar Chairman and CEO Steve Jobs will join Disney Board

•

Customary closing conditions

–

Boards of both Disney and Pixar have approved the transaction

–

Requires Pixar shareholder and regulatory approval

–

Steve

Jobs

has

agreed

to

vote

40%

of

shares

outstanding

in

favor

of

the

transaction

•

Expected to close by Summer 2006

4

Strategic Rationale

•

Enhances Disney’s competitive position as a global leader in family

entertainment

•

Reinforces Disney’s most critical strategic priorities

–

Offer the finest creative content

–

Embrace leading-edge technologies

–

Strengthen Disney’s global presence

•

Allows Pixar

shareholders to participate in 100% of the economics of the

Pixar

library and benefit from Disney’s solid long-term growth prospects,

diversified earnings stream, global brand affinity and integrated portfolio of

world-class entertainment assets

•

Leverages Disney’s core competency in creating and marketing enduring,

multi-platform franchises

•

Expected to drive growth across Disney’s entire portfolio of businesses

•

Expected to significantly enhance shareholder value

5

A Longstanding and Successful Partnership

•

Pixar has an unparalleled track record of combining creative excellence with

cutting-edge technology

•

Together, Disney and Pixar have produced and distributed a long string of

animation hits including: Toy Story, a bug’s life, Toy Story 2, Monsters, Inc.,

Finding

Nemo,

and

The

Incredibles

•

Cars

to be released on June 9

th

, 2006

•

The Disney / Pixar partnership has had enormous commercial success, grossing

an average of $538m in worldwide box office revenue per picture

•

Pixar has received tremendous critical acclaim and has won 20 Academy Awards

6

Operating Strategy

•

Leadership and organization structured to preserve and enhance

creativity, culture and best practices

•

New Pixar

and Disney feature animation studios formed, with

production facilities retaining current operations and locations

•

Pixar President Ed Catmull will serve as President of the combined

Pixar

and

Disney

feature

animation

studios

,

reporting

to

Bob

Iger

and

Dick Cook, Chairman of The Walt Disney Studios

•

Pixar Executive Vice President John Lasseter will be Chief Creative

Officer

at

Pixar

and

Disney

feature

animation

studios

,

as

well

as

Walt

Disney Imagineering, reporting directly to Bob Iger

Establishes continuity of leadership to maintain

momentum and further develop talent

7

Financial Highlights

•

Based on our analysis of Pixar and the value opportunities created by combining

Pixar’s

strengths with those of The Walt Disney Company, we are confident that

this transaction will create significant shareholder value

•

Value Opportunities

–

Consolidate 100% of profit from current and future films

–

Positively impact Disney Feature Animation

–

Maximize sequel potential

–

Recapture distribution fees and eliminate duplicative public company costs

–

Leverage

Pixar’s

intellectual

property

across

Disney’s

core

businesses

(e.g.

theme

parks,

licensing, videogame publishing, etc.)

–

Increase

Disney’s

overall

brand

strength

and

base

of

powerful,

high

quality

content

which

can:

•

Enhance opportunities offered by new digital distribution platforms

•

Increase our ability to capitalize on new consumer preferences and emerging business models

•

Improve and accelerate international growth opportunities

•

Disney’s

current

intent

is

to

repurchase

all

newly

issued

shares

by

the

end

of

fiscal 2007

•

With the successful execution of these initiatives, the transaction is expected to be

accretive to Disney EPS in fiscal 2008

8

For Additional Information

This material is not a substitute for the prospectus/proxy statement

Disney and Pixar

will file with the Securities and Exchange Commission. 

Investors are urged to read the prospectus/proxy statement which

will

contain important information, including detailed risk factors, when it

becomes available.  The prospectus/proxy statement and other documents

which will be filed by Disney and Pixar

with the Securities and Exchange

Commission will be available free of charge at the SEC's website,

www.sec.gov, or by directing a request when such a filing is made to The

Walt Disney Company, 500 South Buena Vista Street, Burbank, CA 91521-

9722, Attention:  Shareholder Services or by directing a request

when such

a filing is made to Pixar, 1200 Park Avenue, Emeryville, CA 94608.

Pixar, its directors, and certain of its executive officers may be

considered participants in the solicitation of proxies in connection with the

proposed transactions. Information about the directors and executive

officers of Pixar

and their ownership of Pixar

stock is set forth in the proxy

statement for Pixar’s

2005 annual meeting of shareholders. Investors may

obtain additional information regarding the interests of such participants by

reading the prospectus/proxy statement when it becomes available.