<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>twdc10ka.txt
<DESCRIPTION>FORM 10-K/A
<TEXT>

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



                                 FORM 10-K/A



            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


    For the fiscal year ended                 Commission File Number
       September 30, 2001                             1-11605


                            The Walt Disney Company


    Incorporated in Delaware            I.R.S. Employer Identification No.
  500 South Buena Vista Street                      95-4545390
   Burbank, California 91521
         (818) 560-1000


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

                                               Name of Each Exchange
      Title of Each Class                       on Which Registered
Disney Common Stock, $.01 par value           New York Stock Exchange
                                              Pacific Stock Exchange


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

              None



<PAGE>
     This  Amendment on Form 10-K/A  amends Item 13 of the Annual Report on Form
10-K (the  "Original  Form 10-K") filed on December  10, 2001,  on behalf of the
Registrant.  Item 13 of the  Original  Form  10-K is hereby  amended  to add the
following supplemental information:

Item 13.  Certain Relationships and Related Transactions

     Reveta  Bowers' adult son Craig Bowers was an employee of the  Registrant's
Internet Group operations during a portion of the Registrant's 2001 fiscal year,
earning an aggregate  compensation of $81,863.  Mr. Bowers is no longer employed
at the Registrant.  Stanley Gold's adult daughter  Jennifer Gold, an employee of
the Registrant's Consumer Products operations,  earned an aggregate compensation
of $85,111  during fiscal 2001.  Raymond  Watson's  adult son David  Watson,  an
employee  of  the  Disney  Channel  during  fiscal  2001,  earned  an  aggregate
compensation of $152,608 for the year.

     John Bryson's  wife,  Louise  Bryson,  is an executive  vice  president for
affiliate  sales and  marketing of Lifetime  Entertainment  Television,  a cable
network in which the  Registrant  holds an indirect 50% interest.  Lifetime paid
Ms.  Bryson an aggregate  compensation  of $1,352,000  during  fiscal 2001.  Her
compensation  is not  subject  to  approval  by the  Board of  Directors  of the
Registrant,  and  she  does  not  hold  any  options  or  other  rights  in  the
Registrant's capital stock.

     As a  consequence  of these  relationships,  and taking  into  account  the
proposed  independence  standards  of  the  New  York  Stock  Exchange  and  SEC
regulations,  the Board of Directors is currently reviewing appropriate steps to
ensure ongoing  compliance with applicable  rules and corporate "best practices"
generally.  These  steps  will  include  a  reduction  in the  Board's  size and
reorganization  and  reduction in size of Board  committees.  The  Registrant is
targeting  completion of this review and adoption of appropriate  changes by the
end of 2002.


<PAGE>

                                         SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                               THE WALT DISNEY COMPANY
                                    (Registrant)


                            By: /s/ THOMAS O. STAGGS
                                (Thomas O. Staggs, Senior Executive
                                Vice President and Chief Financial Officer)


August 9, 2002
Burbank, California



</TEXT>
</DOCUMENT>