On December 17, 2008, The Walt Disney Company (the "Company") entered into a Terms Agreement with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc. with respect to the offer and sale of $1,000,000,000 aggregate principal amount of its 4.50% Global Notes due 2013 (the "Notes"). The Notes were offered to the public at 99.026% of par and proceeds to the Company net of underwriting discount of 0.35%, before expenses, was 98.676% of par. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement on Form S-3 (File No. 333-148043) of the Company. The Notes are being issued pursuant to a Senior Debt Securities Indenture, dated as of September 24, 2001, between the Company and Wells Fargo Bank, National Association, as trustee.

(d) Exhibits.

Exhibit No.                                   Description

    1.1          Terms Agreement, dated December 17, 2008, between The Walt Disney
                 Company and the several underwriters set forth therein.

    4.1          Form of Note.

    5.1          Opinion of Dewey & LeBoeuf LLP relating to the Notes.

    23.1         Consent of Dewey & Leboeuf LLP (included in Exhibit 5.1 above).