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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

For the Fiscal Year Ended September 30, 2003

Securities Registered Pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act: None.

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes     ü     No                

Documents Incorporated by Reference

      Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2004 annual meeting of the Company’s shareholders.

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THE WALT DISNEY COMPANY AND SUBSIDIARIES

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PART I

      The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with operations in four business segments: Media Networks, Parks and Resorts, Studio Entertainment and Consumer Products. For convenience, the terms “Company” and “we” are used to refer collectively to the parent company and the subsidiaries through which our various businesses are actually conducted.

      Information on revenues, operating income, identifiable assets and supplemental revenue of the Company’s business segments and by geographical area appears in Note 1 to the Consolidated Financial Statements included in Item 8 hereof. The Company employed approximately 112,000 people as of September 30, 2003.

MEDIA NETWORKS

Domestic Broadcast Television and Radio Networks

      We also operate the ABC Radio Networks, which provide programming to more than 4,800 affiliated radio stations reaching approximately 127 million domestic listeners weekly. The ABC Radio Networks produce and distribute to affiliates a variety of programs and formats, including ABC News Radio and other news network programming, syndicated talk and music programs, ABC Sports programming and 24-hour music formats. In addition, the ABC Radio Networks produce Radio Disney, a 24-hour music and talk format intended to appeal to children and their parents. Radio Disney is carried in 57 markets, covering more than 61 percent of the U.S. market. ABC Radio Networks also distributes the ESPN Radio format, which is carried on more than 700 stations, including 238 full-time (five of which are owned by the Company), making it the largest radio sports network in the United States.

      Generally, the television and radio networks produce their own programs or acquire broadcast rights from other producers for network programming, and pay varying amounts of compensation to affiliated stations for broadcasting the programs and commercial announcements included therein. Network operations derive substantially all of their revenues from the sale to advertisers of time in network programs for commercial announcements. The ability to sell time for commercial announcements and the rates received are primarily dependent on the size and nature of the audience that the network can deliver to the advertiser as well as overall advertiser demand for time on network broadcasts.

Domestic Broadcast Television and Radio Stations

      Of the Company’s 41 owned radio stations located in the top 20 U.S. advertising markets, 24 carry predominantly locally originated music and talk programming, 13 carry the Radio Disney format and four carry the ESPN Radio format. Of the Company’s 31 radio stations in the non-top-20 markets, 28 carry the Radio Disney format. Our radio stations reach 16 million people weekly in the top 20 United States advertising markets.

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      Markets, frequencies and other station details are set forth in the following tables:

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(1)	Based on Nielsen Media Research, U.S. Television Household Estimates, January 1, 2003
(2)	Based on 2003 Arbitron Radio Market Rank

Cable/ Satellite Networks and International Broadcast Operations

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      Cable properties, the Company’s ownership percentage and subscribers are set forth in the following table:

      The Company has various other international investments in addition to the cable properties listed in the above table.

      ESPN. ESPN, Inc. operates four domestic television sports networks: ESPN, ESPN2, ESPN Classic and ESPNEWS, which is a stand-alone network or a wraparound service for some regional sports networks. In March 2003, ESPN launched ESPN HD, a high-definition television simulcast service of ESPN. ESPN, Inc. owns, has equity interests in, or has distribution agreements with 25 international networks, reaching households in more than 140 countries and territories. International networks include ESPN STAR Sports joint venture, which delivers sports programming throughout most of Asia, and CTV Specialty Television, Inc. (formerly NetStar), which owns The Sports Network, Le Réseau des Sports, ESPN Classic Canada, the NHL Network and Discovery Canada, among other media properties in Canada.

      ESPN also has several other brand extensions, including ESPN.com, the leading Internet sports content provider; ESPN Regional Television; ESPN Radio, which is distributed through the ABC Radio Networks; ESPN The Magazine; SportsTicker, the leading supplier of real-time sports news and scores; BASS, the largest fishing organization in the world; ESPN Enterprises, which develops consumer products, and the ESPN Zone sports-themed dining and entertainment facilities which are managed by Disney Regional Entertainment and included in the Parks and Resorts segment. ESPN also provides content for newer technologies such as broadband, wireless, and video-on-demand.

      Disney Channel. Disney Channel is a cable and satellite television service. New shows developed for initial exhibition on Disney Channel include comedy, adventure, animated and educational

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      Disney Channel also reaches outside of the United States of America via its international operations. Programming consists primarily of the Company’s theatrical film and television programming library, and products acquired from third parties and locally produced programming. We continue to explore the development of Disney Channel in other countries around the world.

      International Disney Channels, and launch dates are set forth in the following table:

(1)	Represents feed extensions from the Asia regional channel.
(2)	Represents feed extensions from the Latin America regional channel.

      Toon Disney. Toon Disney was launched in 1998 and is intended to appeal to children and features an array of family-friendly, predominantly animated programming from third parties and the Disney library.

      SOAPnet. SOAPnet was launched in January 2000 and offers a wide variety of soap opera and related programming 24 hours a day, seven days a week. SOAPnet’s primetime schedule features same-day repeat telecasts of the top-rated ABC Daytime series All My Children, General Hospital, One Life to Live and Port Charles. The service also airs the popular Ryan’s Hope and Another World and such serial dramas as Knots Landing, Dynasty and Dallas, as well as an original soap news series, SoapCenter, and the daily Emmy Award-nominated talk show, Soap Talk.

      ABC Family. In October 2001, the Company acquired Fox Family Worldwide, Inc., which was renamed ABC Family Worldwide, Inc. ABC Family operates the ABC Family Channel, a television programming service, Fox Kids Europe, and Fox Kids Latin America. ABC Family Channel programming consists of product acquired from third parties and the ABC Television Network and products from our owned theatrical film library along with original programming. Original programming

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      A&E. The A&E Television Networks are television programming services devoted to cultural and entertainment programming. The networks include A&E, A&E International, The History Channel, History International, a network that provides viewers with a window into non-U.S. perspectives, and The Biography Channel, launched in 1998, which is dedicated to exploration of the lives of exceptional people.

      Lifetime. Lifetime Entertainment Services owns Lifetime Television, which is devoted to women’s lifestyle programming. During 1998, Lifetime launched the Lifetime Movie Network, a 24-hour channel. Lifetime Real Women is Lifetime Television’s other sister channel. In April 2003, Lifetime magazine, a joint venture between The Walt Disney Company and The Hearst Corporation, was launched.

      E! Entertainment. E! Entertainment Television is a television programming service focused on the entertainment world. E! Entertainment Television also launched a sister channel, Style, in 1998, a 24-hour television service devoted to style, beauty and home design.

      The Company’s share of the financial results of the cable/satellite and international broadcast services, other than Disney Channel, ESPN, Inc., Toon Disney, SOAPnet and ABC Family, is reported under the heading “Equity in the income of investees” in the Company’s Consolidated Statements of Income.

Television Production and Distribution