**Exhibit 15.1**

 

#### **Internal control procedures and action plan**

 

**Definition and objective of internal control**

 

The Committee ofSponsoring Organisations (“COSO”), a U.S. private sector organization formed in1985, has issued guidance on internal controls, which was first published inFrance in 1994.  The COSO frameworkserves as the reference for the Group’s internal control procedures.

 

The COSO framework describes internal control as a process led bymanagement under the supervision of the executive committee and the supervisoryboard.  It is implemented by managementand personnel and aims to provide a reasonable assurance that the followingobjectives are achieved:

 

•                  optimal achievement of operations;

•                  reliability of financial information;and

•                  compliance with current laws andregulations.

 

In achieving the aboveobjectives, the internal control system should be designed to predict andcontrol the risks inherent in the Group’s business and the risk of errors orfraud, particularly in the financial and accounting areas.  However, as with any control system, thereare limitations.  The Group’s internalcontrol system cannot provide a 100% guarantee that these risks will beeliminated.

 

**Organizationof the Group**

 

The activities andmanagement are primarily carried out at the Resort Site in Marne-la-Vallée,France.  The operating managementstructure of the Group is organised by reporting segment and businessunits.  The operations of each segment ofthe Group are divided into business units, each with a dedicatedexecutive.  In addition, a matrixorganization is used for divisions with multiple responsibilities includingmerchandise, food and beverage, direct operating support, maintenance,marketing and sales, human resources and finance.

 

The executive committee(described in Item 6 “Directors, Senior Management and Employees” – Section Aentitled “Directors and Senior Management” defines and guides the Group’sstrategy.  It sets the priorities withobjectives by segment and division.

 

**Code of business conduct**

 

The Group applies the “Standardsof Business Conduct” required by TWDC to its Chairman and Chief ExecutiveOfficer, Chief Financial Officer and Chief Accounting Officer.  These standards include guidelines on bothethical and legal business conduct.  Acopy of this document can be found on the TWDC web site at www.disney.com.

 

The Group is currently in the process of adapting this codefor future application to all employees.

 

**Steering internal control**

 

The Group devotessignificant resources to the monitoring of compliance with internal controlprocedures.  The departments or functionswith primary responsibility for this task are:

 

•                  internal audit function;

•                  loss prevention;

•                  operational audit function; and

•                  the business planning and controldepartment.

 

*Internalaudit function*

 

In preparing for theimplementation of the French Financial Security Law and Sarbanes Oxley Act of2002 (“SOX”), the Group initiated an internal control steering committeechaired by the Chief Financial Officer, and including the Chief OperatingOfficer, the Chief Accounting Officer, other members of financial andoperational management and the statutory auditors.

 

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Ernst & Young Pariswas retained in Fiscal Year 2004 to perform internal audit services and toassist the Group in documenting its key business processes and identifying andtesting key controls.  The work of Ernst& Young is supervised on a day-to-day basis by a full-time project managerand the internal control steering committee and the supervisory board.

 

The steering committeemet six times during Fiscal Year 2004 to discuss the scope of the documentationand testing work performed during the year and to monitor progress and toevaluate the results of audit testing.

 

*Lossprevention department*

 

The loss prevention department is in charge of theenforcement of the controls and is primarily dedicated to investigations andreporting on compliance related issues. The department works closely on its investigations with the Group’ssecurity division.

 

*Operationalaudit function*

 

The operational auditfunction is responsible for monitoring the daily compliance with the Group’soperational procedures to control transactions at all points of sale and thesafeguarding of inventory on the Resort Site. In addition, the department is in charge of controlling the stock oftheme park tickets, coupons and vouchers used by guests to gain access to thegoods and services rendered by the Group.

 

*Businessplanning and control department*

 

The business planning andcontrol department is responsible for, among other things, the establishment ofthe annual budget and monthly forecasts and coordination of the five-year planwith the Company’s strategic planning department.  Objectives are set annually by the executivecommittee as part of the budgetary process. Business planning is responsible for compiling the budget by profit andcost center, monitoring variances on a monthly basis and issuing a revisedforecast based upon this analysis.  Thedepartment also reviews and approves contracts and significant purchases, andprepares analyses to support periodic adjustments to the accounts for accrualsand other items.

 

**Internal control procedures for accounting and financial disclosurepurposes**

 

*Organizationof the finance function*

 

Management is responsiblefor the publication of fair and reliable financial and accountinginformation.  The controllershipdepartment within the finance division of the Group is responsible forestablishing and monitoring the controls necessary to meet this requirement andensuring that new laws and rules applicable to financial reporting areevaluated and implemented as required.

 

The controllershipdepartment includes, in addition to the business planning and control, lossprevention and operational audit functions described above, groups dedicated toexternal and internal financial reporting, corporate accounting andtransactional accounting.

 

The Group’s financial andoperational reporting systems allow management to monitor the activities on adaily, weekly, monthly, quarterly and annual basis in comparison to the budgetand prior year amounts.  For certaintypes of operational information, management has access to real time data.  The Group prepares its financial reportingunder generally accepted accounting principles in France and in the USA.

 

*Financialdisclosure controls*

 

The Company is requiredto disclose financial information to its shareholders and more generally to thefinancial markets and the public.  Management’sobjectives with respect to financial disclosures are to:

 

•                  provide financial reporting whichprovides users of that information with a true and fair view of the financialposition, results of operations and cash flows of the Group;

 

•                  ensure the consistency and quality ofthe information provided which is essential to the Group’s credibility andcompliance with applicable laws; and

 

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•                  adhere to the principle of equalshareholder access to information by controlling the distribution ofinformation through a single centralized source at the Group level.

 

All financial communications are drafted by the controllershipdepartment of the finance division after consultation with the applicable rulesor regulations related to the specific document or disclosure.  Financial communication documents, includingpress releases, management reports and financial statements are reviewed by across-section of the Group’s top management including the Chairman and ChiefExecutive Officer, President and Chief Operating Officer, Chief FinancialOfficer, Internal Legal Counsel, Investor Relations and CorporateCommunications department.

 

Internal controlaction plan

 

**Internalcontrol project**

 

To comply with the FrenchFinancial Security Law and Section 404 of SOX, the Group launched in October 2003a project to improve its existing process control documentation with theassistance of the accounting firm Ernst & Young.  As a French-listed company, the Group wasrequired to provide disclosures concerning its internal control environment andcontrols for the first time for Fiscal Year 2004.  As a foreign registrant of the Securities andExchange Commission, the Group will be required to comply with the provisionsof SOX as of September 30, 2005.  Asa consolidated subsidiary of TWDC, the Group was also required to participatein TWDC’s SOX implementation project for Fiscal Year 2004.

 

This project included thefollowing:

 

•                  analysis of the Group’s financialstatements and disclosures to determine the key processes requiring study,

•                  a financial and operational riskassessment;

•                  establishment of comprehensivedocumentation of each selected process, the identification and description ofkey controls and the risks they mitigate;

•                  independent testing of the identifiedkey controls for correct design and effectiveness; and

•                  remediation of any key controlsdeemed to need improvement as a result of the tests.

 

In addition, the Group’sexternal auditors performed a review of the above documentation, key controldescriptions and design, and performed separate independent tests of controlsselected in conjunction with TWDC’s SOX implementation project.

 

**Expanding the initiative in Fiscal Year 2005**

 

Next Fiscal Year theCompany will continue to maintain and update this new internal controldocumentation and perform regular, independent testing of key controls.  The Company also anticipates that it willexpand this initiative to cover additional processes.  All new information systems and anysignificant changes in systems and processes will be required to undergo theabove described documentation and testing process as a required part of theirimplementation.

 

Under the provisions of Section 404of SOX, the Company will be required, beginning in its annual report on Form20-F, for Fiscal Year 2005, filed with the SEC, to provide an opinion regardingthe ability of the Group’s internal control structure to provide reasonableassurance that its financial reporting is compliant with applicable laws andregulations.  Additionally, the Group’sindependent auditors will be required to opine on the representation ofmanagement regarding the internal control structure for financial report.

 

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