FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MURPHY PETER E   2. Issuer Name and Ticker or Trading Symbol WALT DISNEY CO/ [DIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. EVP & Chief Strat. Officer (Last) (First) (Middle) 500 SOUTH BUENA VISTA STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/29/2004 (Street) BURBANK, CA 91521 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Disney Common Stock 11/29/2004   A   127,556 (1) A $ 0 132,236 (2) D   Disney Common Stock 11/30/2004   F   45,602 D $ 27.06 86,634 D   Disney Common Stock               2,700.82 (3) I By 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MURPHY PETER E 500 SOUTH BUENA VISTA STREET BURBANK, CA 91521			Sr. EVP & Chief Strat. Officer

Signatures

By: Joseph M. Santaniello (POA on file)		12/01/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Awarded upon achievment of performance criteria for long-term incentive awards made during the Company's 2002 fiscal year as set forth in the table entitled 'Long-Term Incentive Awards--Awards in Last Fiscal Year' in the Company's proxy statement for its 2003 annual meeting of shareholders. Performance-based restricted stock units vested on November 30, 2004 and are payable in shares of Disney Common Stock within 30 days of such date. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof.
(2)	Includes 580 shares received upon mandatory conversion of Disney Internet Group Common Stock into shares of Disney Common Stock on March 20, 2001.
(3)	Shares held in The Walt Disney Company Stock Fund as of November 26, 2004. The fund is one investment option in the 401(k) Plan and contains Company matching contributions.

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