Edgar Filing: GARAND JOHN J

Ownership Submission

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 ^*

GARAND JOHN J

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)
Exec. VP, Planning & Control

(Last)

(First)

(Middle)

500 SOUTH BUENA VISTA STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2005

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2005		M		63,000	A	$ 19.1458	66,323	D
Common Stock	02/02/2005		M		69,000	A	$ 22.2	135,323	D
Common Stock	02/02/2005		M		21,600	A	$ 17.135	156,923	D
Common Stock	02/02/2005		S		153,600	D	$ 28.75	3,323	D
Common Stock								1,895.59 ⁽¹⁾	I	By 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 19.1458

02/02/2005

63,000

⁽²⁾

06/26/2005

Common Stock

63,000

$ 0

Employee Stock Option (right to buy)

$ 22.2

02/02/2005

69,000

⁽³⁾

01/28/2012

Common Stock

69,000

$ 0

46,000

Employee Stock Option (right to buy)

$ 17.135

02/02/2005

21,600

⁽⁴⁾

01/24/2013

Common Stock

21,600

$ 0

21,600

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GARAND JOHN J 500 SOUTH BUENA VISTA STREET BURBANK, CA 91521			Exec. VP, Planning & Control

Signatures

/s/ Joseph M. Santaniello (POA on file)		02/04/2005
^**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)	Shares held in The Walt Disney Company Stock Fund as of February 2, 2005. The fund is one investment option in the 401(k) plan and contains company matching contributions.
(2)	The option was originally granted to purchase 66,000 shares of common stock. The option vested over a period of five years with 9,000 shares vested on June 26 on each of 1996, 1997, 1998 and 1999 and 30,000 vested on June 26, 2000.
(3)	The option vests in five equal annual installments (23,000 shares per year), which began on January 28, 2003.
(4)	The option vests in four equal annual installments (10,800 shares per year), which began on January 24, 2004.

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