Report of Independent Accountants

To the Board of Directors and Stockholders of The Walt Disney Company

In our opinion, the consolidated balance sheets and the related consolidated statements of income and of cash flows present fairly, in all material respects, the financial position of The Walt Disney Company and its subsidiaries (the "Company") at September 30, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 1996, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions of the Financial Accounting Standard Board's Statement of Financial Accounting Standards 121,"Accounting for the Impairmant of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," in fiscal 1996.

Price Waterhouse LLP

Los Angeles, California
November 25, 1996

Supplemental Information

Stock Exchanges The Common Stock of the company is listed for trading on the New York (principal market) and Pacific Stock Exchanges. Certain debt securities of the company are listed on the Luxembourg and Swiss Stock Exchanges.

Registrar and Stock Transfer Agent

The Walt Disney Company
611 N. Brand Boulevard, Suite 6100
Glendale, California 91203
(818) 553-7200

Independent Accountants

Price Waterhouse LLP, Los Angeles

Other Information A copy of the company's annual report to the Securities and Exchange Commission (Form 10-K) will be furnished without charge to any stockholder upon written request.

A copy of the company's quarterly reports will be furnished without charge to any stockholder upon written or telephone request.

All written requests should be sent to Shareholder Services, The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521-9722. Telephone requests can be made to (818) 553-7200.