Disney Shareholders Return 12 Directors To Office, Approve 2005 Stock Incentive Plan

MINNEAPOLIS, February 11, 2005 – Shareholders of The Walt Disney Company (NYSE: DIS) today displayed strong support for the Company’s Board of Directors at the Company’s 2005 Annual Meeting of Shareholders, voting at least 92 percent in favor of each member of Disney’s Board of Directors.

Chairman George Mitchell reviewed the Company’s ongoing governance changes, recent changes to Disney’s executive compensation plans, and the management succession process. Chairman Mitchell reiterated that the Board is committed to a process to find “the best possible person to decisively and creatively lead this company into its very promising future.”

Disney CEO Michael Eisner and President Bob Iger also told investors that the Disney management team is focused on the right priorities to drive growth over the long term – producing world-class creative content across the Company, and focusing on improved earnings and cash flow, as well as returns on invested capital.

Eisner and Iger also highlighted upcoming major events of 2005, including the celebration of Disneyland’s 50th anniversary, the opening of Hong Kong Disneyland and the upcoming film slate from Walt Disney Studios, as well as the strength of Disney’s media properties, including Disney Channel, ESPN and ABC Television Network’s recent performance.

Shareholders voted as recommended by the Board of Directors on four of five proposals presented, including election of 12 existing directors to new one-year terms, ratification of PricewaterhouseCoopers LLP as the company’s independent accountants for the current fiscal year, and approval of the 2005 Stock Incentive Plan. Shareholders rejected a shareholder proposal regarding China labor standards, and approved a non-binding shareholder resolution to bar payment of greenmail.

Shareholders of The Walt Disney Company voted by a wide margin to return all 12 of the company’s directors to new one-year terms.

At least 1,656,232,580 shares, or 92.2 percent of those voted, were voted in favor of returning the following directors to the board:

      John E. Bryson
      John S. Chen
      Michael D. Eisner
      Judith L. Estrin
      Robert A. Iger
      Fred H. Langhammer
      Aylwin B. Lewis
      Monica C. Lozano
      Robert W. Matschullat
      George J. Mitchell
        Leo J. O’Donovan, S.J.
        Gary L. Wilson

Final voting tallies are subject to certification by the company’s inspector of elections, and will be included in the company’s next quarterly report filed with the Securities and Exchange Commission.

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent accountants for the fiscal year ending Sept. 30, 2005. The preliminary vote was 1,753,484,379 FOR and 22,277,530 AGAINST, with 21,482,354 abstentions.

Shareholders approved the company’s 2005 Stock Incentive Plan. The preliminary vote was 1,125,233,198 FOR and 281,442,833 AGAINST, with 23,495,830 abstentions.

Shareholders rejected a shareholder proposal relating to the manufacture of Disney-branded products in China. Chairman Mitchell reviewed the Company’s active efforts in promoting responsible labor practices. The vote was 1,142,702,284 AGAINST and 111,595,575 FOR, with 175,878,157 abstentions.

A shareholder on greenmail was approved by a preliminary vote of 788,814,385 FOR and 609,760,243 AGAINST, with 31,596,426 abstentions.