Rule 424(b)(3)
                                        Registration No. 333-52659



PRICING SUPPLEMENT NO.   19   dated     July 10, 2000



                      THE WALT DISNEY COMPANY


                         Medium-Term Notes


This Pricing Supplement accompanies and supplements the Prospectus
dated August 6, 1998, as supplemented by the Prospectus Supplement,
dated August 6, 1998 (the "Prospectus Supplement").

The Notes have the following terms (as applicable):

Rate:    /X/ Fixed Rate   / / Floating Rate   / / Zero Coupon
         / / Discount

Form:    /X/ Book-Entry   / / Definitive

Principal Amount:        $25,000,000

Original Issue Price:    Variable price re-offer

CUSIP No:   25468PBR6

Proceeds to the Company:  $25,000,000

Discount or Commission to Agents:   0

Original Issue Discount:            N/A

Original Issue Date:       July 26, 2000

Stated Maturity:           July 26, 2010

Yield to Maturity:         N/A

Initial Maturity (for Renewable Notes):  N/A

Final Maturity (for Renewable Notes):    N/A

Earliest Redemption Date:   The Notes may be redeemed, in whole but
                            not in part, at Disney's option, subject
                            to at least 30 calendar days' but no more
                            than 60 calendar days' notice, on July 26,
                            2003, and on the 26th day of each January
                            and July thereafter.

Redemption Price:   100% of the principal amount of the Notes

Interest Rate Per Annum (for Fixed Rate Notes):  7.37%

Interest Payment Dates:
     / /  Third Wednesday of each month
     / /  Third Wednesday of each March, June,
            September and December
     / /  Third Wednesday of each ________________
            and _________________
     / /  Third Wednesday of each ________________
     /X/  Other (specify):  The first Interest Payment Date shall
                            be August 26, 2000 and thereafter the
                            Interest Payment Dates shall be the
                            26th day of each month during the term
                            of the Notes.

Regular Record Dates:
     /X/  Fifteenth day (whether or not a Business Day)
            immediately preceding the related Interest
            Payment Date
     / /  Other (specify) _____

Interest Payment Period:
     /X/  Monthly
     / /  Quarterly
     / /  Semiannually
     / /  Annually

Interest Reset Period:  N/A
     / /  Daily
     / /  Weekly
     / /  Monthly
     / /  Quarterly
     / /  Semiannually
     / /  Annually

Interest Reset Dates:  N/A
     / /  As specified in Prospectus Supplement
     / /  Other (specify) ______

Interest Determination Date:  N/A
     / /  As specified in Prospectus Supplement
     / /  Other (specify) ______

Purchase of Notes at Option of Holder:  N/A
Purchase                 Purchase
Date(s):    ______       Price(s):   ______

Calculation Agent:   N/A

Plan of Distribution:  Merrill Lynch, Pierce, Fenner & Smith Incorporated
                       has acted as principal with respect to the purchase
                       of the Notes.