Form 3 Parker Mary Jayne For: Oct 02 (10K)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Parker Mary Jayne

(Last)

(First)

(Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

91521

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2009

3. Issuer Name and Ticker or Trading Symbol
WALT DISNEY CO/ [DIS]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and Chief HR Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Disney Common Stock	11,520.5285 ⁽¹⁾	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Unit Award	⁽²⁾	01/09/2010	Disney Common Stock	3,648	$ ⁽³⁾	D
Phantom Stock Unit Award	⁽⁴⁾	01/10/2011	Disney Common Stock	2,700	$ ⁽³⁾	D
Phantom Stock Unit Award	⁽⁵⁾	01/09/2012	Disney Common Stock	1,719	$ ⁽³⁾	D
Phantom Stock Unit Award	⁽⁶⁾	01/14/2013	Disney Common Stock	3,510	$ ⁽³⁾	D
Stock Option (Right to Buy)	⁽⁷⁾	01/14/2016	Disney Common Stock	17,143	$ 20.81	D
Stock Option (Right to Buy)	⁽⁸⁾	01/28/2012	Disney Common Stock	8,000	$ 22.2	D
Stock Option (Right to Buy)	⁽⁸⁾	01/22/2014	Disney Common Stock	7,200	$ 24.635	D
Stock Option (Right to Buy)	⁽⁹⁾	01/09/2013	Disney Common Stock	6,400	$ 24.865	D
Stock Option (Right to Buy)	⁽⁸⁾	01/03/2012	Disney Common Stock	4,800	$ 28.035	D
Stock Option (Right to Buy)	⁽¹⁰⁾	01/09/2015	Disney Common Stock	7,579	$ 29.895	D
Stock Option (Right to Buy)	⁽⁸⁾	02/05/2011	Disney Common Stock	14,000	$ 30.225	D
Stock Option (Right to Buy)	⁽⁸⁾	01/24/2010	Disney Common Stock	10,000	$ 32.875	D
Stock Option (Right to Buy)	⁽¹¹⁾	01/10/2014	Disney Common Stock	6,000	$ 34.265	D

Explanation of Responses:
1. Shares held in The Walt Disney Stock Fund as of October 2, 2009. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.
2. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to its remaining 1,824 stock units on January 9, 2010, subject to certain vesting conditions and subject to acceleration in certain instances.
3. Converts at 1-for-1.
4. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to its remaining 1,350 stock units on January 10, 2011, subject to certain vesting conditions and subject to acceleration in certain instances.
5. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to 859 stock units on January 9, 2010 and as to 860 stock units on January 9, 2012, subject to certain vesting conditions and subject to acceleration in certain instances. In connection with this stock unit award, the reporting person also was awarded 1,719 restricted stock units whose vesting is subject to performance criteria.
6. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to 877 stock units on each January 14 of 2010 and 2012, and as to 878 stock units on each January 14 of 2011 and 2013, subject to certain vesting conditions and subject to acceleration in certain instances. In connection with this stock unit award, the reporting person also was awarded 3,510 restricted stock units whose vesting is subject to performance criteria.
7. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The option vests as to 4,285 shares on January 14, 2010, and as to 4,286 shares on each January 14 of 2011, 2012, and 2013.
8. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The option is fully vested.
9. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The remaining unvested portion of the option vests in a single installment of 1,600 shares on January 9, 2010.
10. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The remaining unvested portion of the option vests in three installments of 1,895 shares on each January 9 of 2010, 2011, and 2012.
11. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The remaining unvested portion of the option vests in two installments of 1,500 shares on each January 10 of 2010 and 2011.
Remarks: parkerpoa.TXT

	Joseph M. Santaniello (POA on file)	10/08/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                POWER OF ATTORNEY



         Know all by these presents, that the undersigned hereby constitutes and
appoints Alan N. Braverman, Joseph M. Santaniello, David K. Thompson, and Roger
J. Patterson, and each of them, the undersigned's true and lawful
attorneys-in-fact, to:

(1)      execute for and on behalf of the undersigned, with respect to The Walt
         Disney Company, a Delaware corporation (the "Company"), Forms 3, 4, and
         5 in accordance with Section 16(a) of the Securities Exchange Act of
         1934, as amended, and the rules and regulations thereunder and, apply
         for an access code and (if not previously issued) a filing (or CIK)
         number to permit the filing of such forms via EDGAR;

(2)      do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4, or 5 and timely file such form with the United States
         Securities and Exchange Commission and any stock exchange or similar
         authority; and

(3)      take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such
         attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, or
any other obligations of the undersigned thereunder.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company
due to the undersigned's status as a director or officer of the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the forgoing
attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of October, 2009.



                                           /s/                                
                                                          Mary Jayne Parker

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