EXHIBIT 99.3



               [Letterhead of The Walt Disney Company]



July 31, 1995

Mr. Thomas Murphy
Chief Executive Officer
Capital Cities/ABC Inc.
77 West 66th Street
New York, New York  10023-6298

                        Programming Agreement

Dear Tom:

          This letter will summarize the agreement reached today
between The Walt Disney Company ("Disney") and Capital Cities/ABC Inc.
("ABC") with respect to the establishment of a strategic alliance for
the production of television programming for the ABC network.

          The purpose of the alliance will be to enhance the overall
program offering of the ABC network by providing ABC with access to
Disney programming on an ongoing basis, subject to the provisions of
this Agreement. The key components of this relationship are:

          (1) Saturday Morning Programming

          During each of the three ABC programming seasons commencing
with the Fall 1996 season (or, at Disney's option, the Fall 1997
season), Disney shall provide to ABC, and ABC shall present, subject
to pre-existing ABC commitments, a full slate of Saturday morning (8
a.m. to noon) programming designed for the children's market,
consisting of Disney-produced programs, including animation, and
programming acquired by Disney from third parties. Disney shall create
an overall programming environment for this time period with a
distinctive identity and interstitial material reflecting Disney
standards of quality. Such programming shall, to the extent required
by the network, conform to the needs of the network to provide
affiliates with programming responsive to the affiliates' obligation
to air qualifying children's programming pursuant to FCC regulations.






Mr. Thomas Murphy
July 31, 1995
Page 2

          (2) Magical World of Disney

          During each of the three ABC programming seasons commencing
with the Fall 1996 season, Disney shall provide to ABC, and ABC shall
present, a weekly one-hour Disney- themed program to be presented
under the name "Magical World of Disney" or a similar name reasonably
acceptable to both parties. ABC shall run the program in a prime-time
time slot determined by ABC after consultation with Disney.

          (3) Specials

          During each of the three ABC programming seasons commencing
with the Fall 1996 season, Disney shall provide to ABC, and ABC shall
present, three prime-time specials, each being at least 60 minutes in
length and presented in a time slot determined by ABC after
consultation with Disney, featuring Disney-themed materials (e.g.,
"The Making of Pocahontas" or "Disneyland's 40th Anniversary").

          All programs provided to ABC pursuant to this Agreement
shall be so provided (a) subject to ABC's ultimate creative approval
of content; provided that in the event any Disney program is
disapproved, or a program series is cancelled, Disney shall have the
right to provide, and ABC shall present, substitute programming
subject to such approval; and (b) on terms and conditions consistent
with then-prevailing industry standards for comparable programs
(including ABC's Standards and Practices requirements). Each party
agrees to enter into definitive programming agreements with respect to
such programs giving effect to such terms and conditions.

          This Agreement shall be terminable (a) by ABC, by written
notice to Disney delivered within 60 days following any termination by
ABC of the Agreement and Plan of Reorganization, dated as of the date
hereof, between Disney and ABC (the "Reorganization Agreement"),
authorized by the Reorganization Agreement in the event that (i)
Disney does not obtain approval of the FCC to consummate the
transactions contemplated by the Reorganization Agreement or (ii)
ABC's or Disney's shareholders do not approve the transactions
contemplated by the Reorganization Agreement in a shareholder vote
thereon, (iii) failure to meet a condition in Section 8.1 or 8.2 of
the Reorganization









Mr. Thomas Murphy
July 31, 1995
Page 3

Agreement that gives ABC a right of termination of the Reorganization
Agreement or (iv) termination under Section 9.1, 9.2 or 9.3(b) or (c)
of the Reorganization Agreement, and (b) by Disney, by written notice
following any other authorized termination of the Reorganization
Agreement, delivered to ABC no later than 90 days prior to the next
scheduled first-run broadcast of the programs described in paragraphs
(2) and (3) above or 180 days prior to the next scheduled first-run
broadcast of the programs described in paragraph (1), whichever is
earlier.

          If the foregoing correctly reflects your understanding of
our agreement, please so indicate by countersigning the enclosed copy
of this letter whereupon this letter shall constitute a binding
agreement between Disney and ABC.

Very truly yours,


/s/ Michael D. Eisner








Acknowledged and agreed
as of the date first above written.

CAPITAL CITIES/ABC INC.



By: /s/ Thomas S. Murphy
    -------------------------------
    Thomas Murphy
    Chief Executive Officer