Rule 424(b)(3)
                                        Registration No. 33-49891
PRICING SUPPLEMENT NO.     11         dated       August 17, 1994


                    The Walt Disney Company
                       Medium-Term Notes

This   Pricing   Supplement  accompanies  and   supplements   the
Prospectus  dated  August  27,  1993,  as  supplemented  by   the
Prospectus  Supplement, dated September 10, 1993 (the "Prospectus
Supplement").

The Notes have the following terms (as applicable):

Rate:   [X]  Fixed Rate  [ ]  Floating Rate   [ ]  Zero Coupon  [  ]  Discount
Form:   [X]  Book-Entry  [ ]  Definitive

Principal Amount:  $25,000,000          
Original Issue Price: PAR    CUSIP No:   25469HBK8      
Original Issue Discount:      N/A         
Original Issue Date: September 16, 1994         
Stated Maturity:   September 16, 2004  
Yield to Maturity:        N/A          
Earliest  Redemption Date:  September 16, 1997  or  any  Interest
                            Payment Date thereafter (with at least
                            30 days' but no more than 60 days' 
                            prior notice)
Redemption Price:  The Notes are redeemable, in whole but not  in
                   part, at 100% of Par Amount plus accrued interest
                   to the Redemption Date
Interest Rate Per Annum (for Fixed Rate Notes):
     The interest rate per annum payable on the Notes for each of
the periods set forth below  shall  be the interest rate set forth
opposite  such period below:

Period -- Interest Rate Per Annum

     From and including September 16, 1994  to  but  excluding
       September 16, 1995 -- 7.250%
     From and including September 16, 1995  to  but  excluding
       September 16, 1996 -- 7.250%
     From and including September 16, 1996  to  but  excluding
       September 16, 1997 -- 7.250%
     From and including September 16, 1997  to  but  excluding
       September 16, 1998 -- 7.300%
     From and including September 16, 1998  to  but  excluding
       September 16, 1999 -- 7.400%
     From and including September 16, 1999  to  but  excluding
       September 16, 2000 -- 7.500%
     From and including September 16, 2000  to  but  excluding
       September 16, 2001 -- 7.750%
     From and including September 16, 2001  to  but  excluding
       September 16, 2002 -- 8.250%
     From and including September 16, 2002  to  but  excluding
       September 16, 2003 -- 9.250%
     From and including September 16, 2003  to  but  excluding
       September 16, 2004 -- 10.250%

Interest Rate Provisions (for Floating Rate Notes):
Initial Interest Rate:_____% per annum
Base Rate or Rates:
 [  ]   Commercial Paper Rate
 [  ]   LIBOR:
        [  ]   Reuters Monitor Money Rates Service
        [  ]   Telerate Service
 [  ]   Treasury Rate
 [  ]   Prime Rate
 [  ]   Federal Funds Rate
 [  ]   CD Rate
 [  ]   Other:                      
Spread: ______                                             
Spread Multiplier:______%
Index Maturity:
 [  ]   1 Month
 [  ]   3 Months
 [  ]   6 Months
 [  ]   1 Year
 [  ]     Other (specify) _______________________
Maximum Interest Rate:_______% per annum
Minimum Interest Rate:_______% per annum

Interest Payment Dates:
 [  ]   Third Wednesday of each month
 [  ]   Third Wednesday of each March, June,
 [  ]   Third Wednesday of each __________________
        and _______________________
 [  ]   Third Wednesday of each __________________
 [X]    Other (specify) Semiannually on March 16 and  September 16,
                        commencing on March 16, 1995

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
  [  ]  Quarterly
  [X]   Semiannually
  [  ]  Annually

Interest Reset Period:
  [  ]  Daily
  [  ]  Weekly
  [  ]  Monthly
  [  ]  Quarterly
  [  ]  Semiannually
  [X]   Annually

Interest Reset Dates:
  [  ]  As specified in Prospectus Supplement
  [X]   Other (specify) September 16 of each year

Interest Determination Date:
  [  ]  As specified in Prospectus Supplement
  [  ]  Other (specify)  ____________________

Purchase of Notes at Option of Holder
     Purchase           Purchase
     Date(s): N/A      Price(s):  N/A

Calculation Agent:  Dean Witter Reynolds Inc.

            Certain Federal Income Tax Consequences

The Notes will be treated, for Federal income tax purposes, as  a
series  of  debt  instruments issued without  original  issue  or
acquisition  discount.  Accordingly, the payment of  interest  on
the Notes will be treated as ordinary interest income and will be
includible in income when received or accrued in accordance  with
the holder's method of accounting.

                      Plan of Distribution

Pursuant to a Letter Agreement dated August 17, 1994 between  The
Walt Disney Company (the "Company") and Dean Witter Reynolds Inc.
("Dean Witter"), Dean Witter has been selected and designated  as
an  Agent  under the Distribution Agreement dated  September  10,
1993  between  the  Company  and Goldman,  Sachs  &  Co.,  Lehman
Brothers,  Lehman  Brothers Inc., Merrill Lynch  &  Co.,  Merrill
Lynch,  Pierce, Fenner & Smith Incorporated and Morgan Stanley  &
Co.  Incorporated,  solely  with  respect  to  the  purchase,  as
principal,  of  the  Notes.   In the  ordinary  course  of  their
respective  businesses, affiliates of Dean Witter  have  engaged,
and   may  in  the  future  engage,  in  commercial  banking  and
investment  banking  transactions  with  the  Company   and   its
affiliates.