Rule 424(b)(3)
                                       Registration No. 33-49891
PRICING  SUPPLEMENT NO. 12     dated   September  13, 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:   25469HBM4      
Original Issue Discount:      N/A         
Original Issue Date: October 5, 1994      
Stated Maturity:   October 5, 2009 
Yield to Maturity:        N/A      
Earliest  Redemption  Date:  October 5, 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 October 5, 1994 to but excluding
       October 5, 1995 -- 7.750%
     From and including October 5, 1995 to but excluding
       October 5, 1996 -- 7.750%
     From and including October 5, 1996 to but excluding
       October 5, 1997 -- 7.750%
     From and including October 5, 1997 to but excluding
       October 5, 1998 -- 7.800%
     From and including October 5, 1998 to but excluding
       October 5, 1999 -- 7.900%
     From and including October 5, 1999 to but excluding
       October 5, 2000 -- 8.000%
     From and including October 5, 2000 to but excluding
       October 5, 2001 -- 8.100%
     From and including October 5, 2001 to but excluding
       October 5, 2002 -- 8.250%
     From and including October 5, 2002 to but excluding
       October 5, 2003 -- 8.500%
     From and including October 5, 2003 to but excluding
       October 5, 2004 -- 8.750%
     From and including October 5, 2004 to but excluding
       October 5, 2005 -- 9.000%
     From and including October 5, 2005 to but excluding
       October 5, 2006 -- 9.500%
     From and including October 5, 2006 to but excluding
       October 5, 2007 -- 10.000%
     From and including October 5, 2007 to but excluding
       October 5, 2008 -- 10.500%
     From and including October 5, 2008 to but excluding
       October 5, 2009 -- 11.500%

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 April 5 and October 5,
                        commencing on April 5, 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) October 5 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

            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 September 13, 1994  between
The   Walt   Disney  Company  (the  "Company")  and   PaineWebber
Incorporated  ("PaineWebber"), PaineWebber 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.  PaineWebber has advised the Company
that  it  proposes to initially offer the Notes to the public  at
the  public  offering  price  of 100%  of  the  principal  amount
thereof,  and to certain dealers at such price less a  concession
not  in excess of 1.25% of the principal amount thereof.  In the
ordinary  course  of their respective businesses,  affiliates  of
PaineWebber  have  engaged, and may  in  the  future  engage,  in
commercial banking and investment banking transactions  with  the
Company and its affiliates.