EXHIBIT 8.2
                                [Letterhead of]
                            Cravath, Swaine & Moore

                                                               November 13, 1995


                            Capital Cities/ABC, Inc.
                            ------------------------


Dear Sirs:

     We have acted as your counsel in connection with the proposed acquisition
(the "Acquisition") by The Walt Disney Company, a Delaware corporation
("Disney"), of Capital Cities/ABC, Inc., a New York corporation ("Capital
Cities"), pursuant to an Amended and Restated Agreement and Plan of
Reorganization dated as of July 31, 1995 (the "Reorganization Agreement").  In
that connection we have participated in the preparation of a registration
statement under the Securities Act of 1933 on Form S-4 (the "Registration
Statement"), including a Joint Proxy Statement/Prospectus (the "Proxy
Statement").

     We have examined the Reorganization Agreement, the Proxy Statement, the
representation letters of Disney and Capital Cities delivered to us for purposes
of this opinion, and such other documents and corporate records as we have
deemed necessary or appropriate for purposes of this opinion.  In addition, we
have assumed (i) the Acquisition will be consummated in the manner contemplated
in the Proxy Statement and in accordance with the provisions of the
Reorganization Agreement, (ii) the statements concerning the Acquisition set
forth in the Proxy Statement are accurate and complete and (iii) the
representations made to us by Disney and Capital Cities in their respective
representation letters to us are accurate and complete.

     Based upon the foregoing, it is our opinion that the description of the
Federal income tax consequences to certain holders of outstanding shares of
Capital Cities

 
                                                                               2


Common Stock, par value $0.10 per share, contained in the Proxy Statement under
the heading "THE ACQUISITION--Certain Federal Income Tax Consequences--Treatment
of Holders of Capital Cities Common Stock" (and the subheadings thereof) and
under the heading "THE ACQUISITION--Certain Federal Income Tax Consequences--
Reporting Requirements" correctly sets forth the material Federal income tax
consequences for such holders.

     In addition, based upon the foregoing, we confirm our opinion set forth in
the third paragraph under the heading "THE ACQUISITION--Certain Federal Income
Tax Consequences" in the Proxy Statement.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this Firm in the sections
captioned "THE ACQUISITION--Certain Federal Income Tax Consequences" and "LEGAL
MATTERS" in the Proxy Statement constituting a part of the Registration
Statement.  In giving this consent we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.


                                        Very truly yours,



                                        /S/ CRAVATH, SWAINE & MOORE     

Capital Cities/ABC, Inc.
   77 West 66th Street
      New York, NY 10023