Use these links to rapidly review the documentTABLE OF CONTENTS FINANCIAL STATEMENTS



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 20-F

|ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
|---------------------------------------------------------------------------

For the fiscal year ended September 30, 2003

Commission file number: 33-79548

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Euro Disney S.C.A.(Exact name of registrant as specified in its charter)

|                                                   |  |                                                                  
|-------------------------------------------------- |  | -----------------------------------------------------------------
|N/A(Translation of registrant's name into English) |  | Republic of France(Jurisdiction of incorporation or organization)

Immeubles Administratifs
Route Nationale 34
77700 Chessy
France(Address of principal executive offices)

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Securities
registered or to be registered pursuant to Section 12(b) of the Act:None

Securities
registered or to be registered pursuant to Section 12(g) of the Act:

|Title of each class                                                                 |  | Name of each exchange on which registered                                         
|----------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------
|Ordinary Shares of Common Stock par value € 0.76                                    |  | Euronext Paris, London Stock Exchange, SEAQ
International, Brussels Stock Exchange
|Subordinated Bonds Redeemable in Shares of Common Stock, par value € 60.98 per bond |  | None                                                                              

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

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Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 1,055,937,724
shares of common stock, par value € 0.76.

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark which financial statement item the registrant has elected to
follow. Item 17 ý    Item 18 o



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TABLE OF CONTENTS



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PART I

PRESENTATION OF INFORMATION AND ACCOUNTING PRINCIPLES

Euro Disney S.C.A. (the "Company"), including its consolidated subsidiaries (together, the "Group"), publishes its consolidated financial statements
("Consolidated Financial Statements") in euros ("euro"). However, financial information for periods prior to January 1,1999 was originally prepared in French francs and has been translated into
euros at the rate of 6.55957 French francs per euro, the official rate established on January 1, 1999. The euro did not exist prior to that date and the conversion rate used may not reflect the
French franc/euro exchange rate that would have applied if the euro had existed at such times. In addition, you should not assume that you can accurately compare financial information thus translated
from dates and periods before January 1, 1999, with the financial information of other companies that have translated a non-French franc European currency into euro. All currency
amounts in this annual report on Form 20-F ("Annual Report") are expressed in euros. In this Annual Report, "we", "us" and "our" refer to the Group.

We
prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in France ("French GAAP"), which differ in certain significant respects from
generally accepted accounting principles in the United States of America ("U.S. GAAP"). Unless otherwise specified, all financial information presented in this Annual Report has been derived
from or based on the Consolidated Financial Statements. For a discussion of the principal differences between French GAAP and U.S. GAAP as they relate to our consolidated results of operations
and financial position, see Notes 2 and 27 to the Consolidated Financial Statements in Item 17"Financial Statements".

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.    KEY INFORMATION

A.    SELECTED FINANCIAL DATA

Five-Year Selected Financial Data

The following table sets forth our selected consolidated financial data for the five-year period ended September 30, 2003. This table is
qualified by reference to, and should be read in conjunction with, our Consolidated Financial Statements and the related notes thereto included in Item 17 "Financial Statements", and
Item 5"Operating and Financial Review and Prospects."

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Five Year Financial Review

|                                              |  | Year ended, September 30, |  
|--------------------------------------------- |  | ------------------------- | -
|
|
|Income Statement Data:                        |  |                           |  
|In accordance with French GAAP:               |  |                           |  
|Segment Revenues                              |  |                           |  
|                                              |  |                           |  
|Resort activities                             |  | 1,029.5                   |  
|Real Estate development activities            |  | 23.6                      |  
|                                              |  |                           |  
|Total Revenues                                |  | 1,053.1                   |  
|                                              |  |                           |  
|Income before Lease and Net Financial Charges |  | 132.4                     |  
|Income (loss) before exceptional items        |  | (67.9                     | )
|Exceptional income (loss)                     |  | 11.9                      |  
|Net income (loss)(1)                          |  | (56.0                     | )
|In accordance with U.S. GAAP:                 |  |                           |  
|Revenues                                      |  | 1,053.4                   |  
|Net loss(2)                                   |  | (54.4                     | )
|Net loss per share (in €)(2)(3):              |  | (0.05                     | )
|
|
|
|Pro forma U.S. GAAP net loss(4)               |  | (153.6                    | )
|Pro forma net loss per share (in €)(4)        |  | (0.15                     | )
|                                              |  |                           |  

|                                        |  | September 30,
|--------------------------------------- |  | -------------
|
|
|Balance Sheet Data:                     |  |              
|In accordance with French GAAP:         |  |              
|Total assets                            |  | 2,583.6      
|Borrowings                              |  | 867.5        
|Shareholders' equity and quasi-equity   |  | 1,237.2      
|In accordance with U.S. GAAP:           |  |              
|Total assets                            |  | 2,946.8      
|Borrowings(Current and Long-term(5))    |  | 2,208.9      
|Shareholders' equity                    |  | 60.4         
|Common Shares Outstanding (in millions) |  | 1,055.9      
|                                        |  |              

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Exchange Rates

On January 1, 1999, the eleven member states of the European Union introduced a single currency, the euro, to replace their national currencies. Pursuant
to the Treaty on European Union, fixed exchange rates against the euro were established for each of the currencies of the participating member states. The rate of conversion for the French franc was
fixed at FF 6.55957 per euro. Since the principal market for our common stock is the Euronext Paris exchange, fluctuations in the exchange rate between the euro and the U.S. dollar will
affect the U.S. dollar value of an investment in our common stock and dividend and other distribution payments, if any, thereon.

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The
following tables set forth, for each of the periods indicated, certain information related to the euro/U.S. dollar exchange rate for 1999 through 2004 based on the noon buying
rate in the city of New York for cable transfers in euro as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rates") expressed in euro per U.S.$1.00. Such rates
are provided solely for the convenience of the reader and are not necessarily the rates that were used to prepare our Consolidated Financial Statements nor the selected consolidated financial data
included herein.

|Euro per U.S. dollar |  | High |  | Low 
|-------------------- |  | ---- |  | ----
|February 2004        |  | 0.81 |  | 0.78
|January 2004         |  | 0.81 |  | 0.80
|December 2003        |  | 0.84 |  | 0.80
|November 2003        |  | 0.88 |  | 0.83
|October 2003         |  | 0.86 |  | 0.85
|September 2003       |  | 0.93 |  | 0.87

|Fiscal Year |  | High |  | Low  |  | Average(1) |  | End of Period
|----------- |  | ---- |  | ---- |  | ---------- |  | -------------
|
|2003        |  | 1.03 |  | 0.84 |  | 0.92       |  | 0.86         
|2002        |  | 1.16 |  | 0.98 |  | 1.09       |  | 1.01         
|2001        |  | 1.21 |  | 1.05 |  | 1.13       |  | 1.10         
|2000        |  | 1.18 |  | 0.92 |  | 1.05       |  | 1.13         
|1999        |  | 0.99 |  | 0.82 |  | 0.91       |  | 0.94         

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The Noon Buying Rate on February 27, 2004 for the euro against the U.S. dollar was € 0.81 per $1.00 ($1.24 per euro).
No representation is made that the French franc or the euro could have been converted into U.S. dollars at the rates shown herein or at any other rates for such periods or at such dates. In
addition, there can be no assurance that the exchange rate trend between the U.S. dollar and the French franc prior to the existence of the euro would have been the same as the exchange rate
trend that would have existed between the euro and the U.S. dollar during such period, had the euro been in existence. See also Item 5"Operating and Financial Review and
Prospects".

B.    CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C.    REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

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D.    RISK FACTORS

Risks of Investing in Our Company

If we do not succeed in renegotiating our credit agreements before May 31, 2004, we will be unable to meet our financial obligations.

On November 3, 2003, the Group obtained waivers from its lenders, effective though March 31, 2004, with respect to certain financial covenants and
other obligations, including a reduction in certain security deposit requirements. On March 22, 2004, this waiver was modified and extended until May 31, 2004. The purpose of this
extension is to give management, the lenders and TWDC more time to find resolution regarding the Group's financial situation. Absent such a timely resolution, the waivers would expire and management
believes the Group would then be unable to meet all of its debt obligations.

In
preparing the consolidated financial statements, management has used the going-concern assumption based on management's belief that it is in the best interest of all stakeholders,
including the lenders and TWDC to successfully resolve the Group's financial situation. This resolution would likely include modifying the Group's existing obligations, obtaining additional financing
and potentially changing our legal structure. If the principle of going concern had not been assumed, it would likely have had a significant impact on the valuation of assets and liabilities as of
September 30, 2003.

Our high level of borrowings requires us to devote a large portion of our operating cash flow to service debt, and may limit our operating flexibility.

We are highly leveraged. Under U.S. GAAP as of September 30, 2003, we had € 2.2 billion of borrowings and
€ 60.4 million of shareholders' equity. In addition, we pay significant royalties and management fees to affiliates of The Walt Disney Company. In fiscal year 2004,
the contractual rates applied to revenues subject to royalties will double.

Our
high degree of leverage can have important consequences for our business, such as:



If
we cannot pay our debt service, royalties and fees and meet our other liquidity needs from operating cash flow, we could have substantial liquidity problems. In those circumstances,
we might have to sell assets, delay planned investments, obtain additional equity capital or restructure our debt. Depending on the circumstances at the time, we may not be able to accomplish any of
these actions on favourable terms, or at all. Our financing agreements limit our ability to take some actions that could generate additional cash proceeds. They also require that we meet certain
financial covenants. If we default on any of our debt, the relevant lenders could accelerate the maturity of the debt and take other actions that could adversely affect us. To avoid a default, we may
need waivers from third parties, which might not be granted.

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We have recently incurred losses, and continuing losses might reduce the value of our shares.

Under French GAAP, we had net losses of € 33.1 million and € 56.0 million for fiscal years
ended September 30, 2002 and 2003. We incurred net losses under U.S. GAAP of € 67.3 million and € 54.4 million in
fiscal years 2002 and 2003, respectively. If we continue to experience losses, this could reduce the value of our shares.

The
U.S. GAAP losses for the Company would have been € 144.5 million and € 153.6 million for fiscal years
ended September 30, 2002 and 2003, respectively, had it not been for the waiver of royalties and management fees by The Walt Disney Company arising from modifications to the original
agreements. See Notes 18(b) and 27 to the Consolidated Financial Statements in Item 17"Financial Statements".

We are subject to interest rate risk.

As of September 30, 2003, approximately 32% of our borrowings and lease commitments were tied to floating interest rates. While we attempt to reduce
interest rate risks in respect of a substantial portion of our borrowings through the use of interest rate swaps and other hedging techniques, an increase in interest rates could adversely affect our
financial condition and results of operations.

We are subject to exchange rate risk.

A portion of our purchases and capital investments are denominated in U.S. dollars and could be adversely affected by an increase in the relative value of
the U.S. dollar against the euro. In addition, a significant portion of our guests (22% in fiscal year 2003) come from the United Kingdom, which is not part of the euro zone. An increase in the
relative strength of the euro against the British pound would raise the price of a visit to the resort for guests visiting from the United Kingdom and could negatively affect their rates of
attendance, per guest spending and hotel occupancy.

We have not paid any dividends in recent years, and we may not be able to pay dividends in the near future.

We paid no dividends in respect of fiscal year 2003 and do not expect to pay dividends in the near future. Our ability to pay dividends is dependent on the
availability of distributable profits under French law which, in turn, depends on our operating results, liquidity and financial condition. In addition, certain of our loan agreements limit or
prohibit the payment of dividends in certain circumstances.

Our relationship with The Walt Disney Company limits the rights of our public shareholders and could generate conflicts of interest.

The Walt Disney Company currently owns 39.1% of our shares and voting rights through an indirect, wholly-owned subsidiary. Under French law, our business is
managed by a management company (Gérant) that is appointed by a general partner (associé
commandité). The shareholders elect a supervisory board to oversee the management company, but the supervisory board does not have the power to remove the
management company. Both our Management Company and our General Partner are wholly-owned indirect subsidiaries of The Walt Disney Company.

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We
also have several business relationships with The Walt Disney Company that are important to our operations. We use Disney intellectual and industrial property rights, for which we pay
royalties to affiliates of The Walt Disney Company. Our Management Company provides and arranges for a variety of additional technical and administrative services, for which it is reimbursed its
direct and indirect costs. For example, the designer and construction manager for Walt Disney Studios Park was an affiliate of The Walt Disney Company. These relationships create potential conflicts
of interest. We believe that our dealings with The Walt Disney Company and its affiliates are commercially reasonable. Although all such dealings must be approved by our Supervisory Board, we have not
solicited bids or independent evaluations of the terms of our commercial relationships with The Walt Disney Company.

Risks of Investing in the Theme Park Resort Business

Demand for theme park resorts is variable, and can be impacted by economic and geopolitical conditions.

Disneyland Resort Paris is subject to significant seasonal and daily fluctuations in attendance and to the effects of general economic conditions. While we have
implemented and continue to implement measures designed to alleviate fluctuations in attendance and to mitigate their impact, we cannot be certain that such measures will sufficiently offset
fluctuations in demand. In addition, the effectiveness and timing of marketing campaigns can have a significant impact on attendance levels. Given the discretionary nature of vacation travel and the
fact that travel and lodging expenses often represent a significant expenditure for the average consumer, such expenditures may be reduced, deferred or cancelled by consumers during times of economic
downturn or uncertainty.

In
addition, the international terrorist attacks of September 11, 2001, the subsequent military actions and the current geopolitical climate are examples of items that can
adversely affect travel-related industries and precipitate sudden economic downturns. Although our management closely monitors our operating trends and has developed cost-reduction
strategies to address such risks, such steps, depending on the duration and intensity of the downturn, may be insufficient to prevent our financial performance from being adversely affected.

We need to make significant, regular capital expenditures to continue to attract guests.

In order to continue to attract guests, we need to add new theme park attractions on a regular basis, which often requires significant capital expenditures. If we
do not make these capital expenditures (for example, if our creditors do not permit us to make them pursuant to our financing agreements), this could result in a decrease in attendance, particularly
from repeat guests, which could adversely affect our results of operations.

The theme park resort business is competitive, which could limit our ability to increase prices or to attract guests.

We compete for guests throughout the year with other European and international holiday destinations as well as other leisure and entertainment activities in the
Paris region. We also compete with other European theme parks (See Item 4, Section A.4.2"Competition"). We also rely on convention business, which is highly competitive, for a portion of
our revenues, and to maintain hotel occupancy in off-peak periods.

Our
hotels are subject to competition from the third-party hotels located on the Resort Site (approximately 1,576 rooms/units as of September 30, 2003), in central Paris and in
the Seine-et-Marne area. We believe that our hotels are priced at a premium compared to the market, reflecting among other advantages, their proximity to the resort, their
unique themes and the quality service that they offer. We are aware, however, that a number of less costly alternatives exist.

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Competition
limits our ability to raise prices, and may require us to make significant new investments to avoid losing guests to our competitors.

Risks of investing in our shares

No U.S. Public Market

There has been no public market in the United States for our shares and we have no present intention to apply to list the shares on any U.S. exchange.
Therefore, the opportunity for U.S. holders to trade shares may be limited.

Preferential rights may not be exercisable by U.S. shareholders

Under French law, shareholders have preferential rights (which may be waived) to subscribe on a pro rata basis for cash issuances of new shares or other
securities giving rights, directly or indirectly, to subscribe for additional shares. U.S. holders of our shares may not be able to exercise any preferential rights derived from such shares
unless a registration statement under the Securities Act is effective for such preferential rights or an exemption from such registration requirements is available. If we decide to issue new shares,
we are under no obligation to file such a registration statement. If the preferential subscription rights are transferable, then U.S. holders could sell those rights, although the value they
might realize from such sales is uncertain. If such rights could not be sold, they would lapse, and the U.S. holders would not realize any value from the rights.

ITEM 4.    INFORMATION ON THE COMPANY

A.    HISTORY AND DEVELOPMENT OF THE COMPANY AND BUSINESS OVERVIEW

Introduction

We are primarily engaged in the development and operation of the Disneyland Resort Paris (the "Resort"), formerly Euro Disneyland. The Resort commenced operations
on April 12, 1992 ("Opening Day") on a 1,943 hectares (approximately 4,800 acres) site located 32 kilometers (approximately 20 miles) east of Paris in
Marne-la-Vallée, Seine-et-Marne, France. Disneyland Resort Paris principally consists of Disneyland Park, Walt Disney Studios Park, seven
themed hotels, including two convention facilities, an entertainment center ("Disney Village"), and a 27-hole golf facility (the "Golf Course"). Most of these facilities are leased,
directly or indirectly, by the Group from special-purpose financing companies (collectively, the "Phase I Financing Companies"). We have no ownership interest in these entities. Disneyland
Resort Paris is modelled on the theme park and resort concepts developed by The Walt Disney Company.

Our
principal executive offices are located at Immeubles Administratifs, Route Nationale 34, 77700 Chessy (Seine-et-Marne), France. The postal address is
BP 100, 77777 Marne-la-Vallée Cedex 04, France. Our telephone number is (33) (1) 64 74 40 00.

A.1  Breakdown of Revenues by Segment and Activity

The Group operates in the following segments:



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A
breakdown of total revenues by major segment and activities during the past five fiscal years is set forth in the table below:

|                                |  | Year ended September 30,
|------------------------------- |  | ------------------------
|
|
|Theme Parks                     |  | 508.5                   
|Hotels and Disney Village       |  | 416.7                   
|Other                           |  | 104.3                   
|                                |  |                         
|Resort Segment                  |  | 1,029.5                 
|Real Estate Development Segment |  | 23.6                    
|                                |  |                         
|Total Revenues                  |  | 1,053.1                 
|                                |  |                         

A.2  History of our Company

In March 1987, The Walt Disney Company entered into an agreement on the creation and the operation of Euro Disneyland in France (the "Master Agreement")
with the Republic of France and certain other French public authorities. The Master Agreement sets out a master land-use plan and general development program (the "Master Plan")
establishing the type and size of facilities that the Company has the right, subject to certain conditions, to develop at the Resort site over a 30-year period ending in 2017. The
Resort, as it exists today, represents the total fulfilment of the first phase of the Master Plan development of approximately 600 hectares of land (including all associated public and private
infrastructure). See Item 4, Section A.6.1"Agreements with French Governmental Authorities".

We
experienced significant losses during the period from Opening Day through September 30, 1994. Net operating losses before the cumulative effect of an accounting change totalled
approximately € 625 million under French GAAP and € 1.2 billion under U.S. GAAP for the
two-and-a-half-year period ending September 30, 1994. In addition, we began to experience serious cash flow difficulties during fiscal year 1993.

During
this period, The Walt Disney Company undertook to fund our liquidity needs through March 31, 1994. Had The Walt Disney Company not funded our liquidity needs during this
critical period, we would not have had sufficient cash flow to continue operations.

In
May 1994, our Company entered into a memorandum of agreement with major stakeholders outlining the terms of a major restructuring of our obligations and those of the
Phase I Financing Companies to their creditors and partners and to The Walt Disney Company ("Financial Restructuring"). The agreement enabled us to meet our operating cash flow needs and to
improve our overall financial condition. The memorandum of agreement essentially provided for concessions and contributions, to be made by such creditors and The Walt Disney Company, and for the
prepayment of certain outstanding loan indebtedness of the Group and the Phase I Financing Companies with the € 907 million of proceeds received from the issuance
of 595 million new shares.

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In fiscal year 1999, our Company obtained the approval of our lenders to obtain the financing necessary for the construction of Walt Disney Studios Park, which opened on March 16,
2002 adjacent to Disneyland Park. The construction of Walt Disney Studios Park was financed using the proceeds received from the sale of 288 million new shares
(€ 219.5 million) in fiscal year 2000 and a new long-term loan from the CDC (€381.1 million).

In
2003 and 2004, we entered into negotiations with our lenders with a view to restructuring our credit agreements. Those negotiations are ongoing as of the date of this Annual Report
For further information, see Notes 1-3, and 28 to the Consolidated Financial Statements in Item 17"Financial Statements" and Item 5"Operating and Financial Review
and Prospects".

A.3  Operations by Segment

A.3.1. Resort Segment

A.3.1.1Theme Parks

Within our Resort Segment, theme park activity includes all operations of Disneyland Park and Walt Disney Studios Park, including merchandise, food and beverage,
special events and all other services provided to our guests in the parks. Theme park revenue is determined primarily by two factors: the number of guests and the total average spending per guest.

Our
theme parks are operated on a year-round basis. In the first years of operations, Disneyland Park experienced significant difficulties in accommodating all prospective
guests during peak days, which resulted in long wait times for attractions, guest dissatisfaction and lost revenues. Despite progress, operations continue to be subject to seasonal fluctuations.

Beginning
in Fiscal Year 2004, seasonal theme park pricing has been eliminated and replaced with stable year-round ticket pricing. However, we offer from time to time
specific packages for specific periods for specific markets.

The
Company began offering and promoting a "Park Hopper" ticket for one-day, two-day and three-day periods in October 2003 whereby for an additional price of
€ 9 to € 12 over a single-gate admission price, a guest can go back and forth freely between Disneyland Park and Walt Disney
Studios.

The
following table summarizes the evolution of our single-gate, one day theme park admission prices, attendance and average spending per guest.

|Fiscal Year |  | Total Guests(1)
(in millions) |  | Total Average
Spending
per Guest(2) |  | Theme Park
Admission Price
High Season(3) |  | Theme Park
Admission Price
Low Season(3)
|----------- |  | ----------------------------- |  | ----------------------------------- |  | ----------------------------------------- |  | ----------------------------------------
|2003(3)     |  | 12.4                          |  | € 40.7                              |  | € 39.0                                    |  | € 29.0                                  
|2002(3)     |  | 13.1                          |  | € 40.1                              |  | € 38.0                                    |  | € 27.0                                  
|2001        |  | 12.2                          |  | € 38.9                              |  | € 36.0                                    |  | € 25.9                                  
|2000        |  | 12.0                          |  | € 38.1                              |  | € 33.5                                    |  | € 25.2                                  
|1999        |  | 12.5                          |  | € 36.7                              |  | € 33.5                                    |  | € 24.4                                  

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Disneyland Park is composed of five "themed lands":Main Street U.S.A., which transports guests to an American
town at the turn of the 20thcentury, with its houses and shops,Frontierland, which takes guests on the path of the pioneers who settled
the American West,Adventureland, where guests dive into a world of intrigue and mystery, reliving Disney's most extraordinary legends and best
adventure movies,Fantasyland, a magical land where guests find the fairy tale heroes brought to life in Disney's animated films, and Discoveryland, which
lets guests discover different "futures" through the works of visionaries, inventors, thinkers and authors of science fiction from
all periods.

There
are 43 attractions in Disneyland Park, including upgraded versions of standard features of Disney theme parks around the world such as:Big Thunder
Mountain, a roller coaster which simulates a mining railway train,Pirates of the Caribbean,which reproduces a pirate attack on
a Spanish fort of the 17th century,Phantom Manor,a haunted Victorian mansion,It's a Small
World, the most popular attraction inFantasyland, an exhibition of dolls from around the world, dressed in their national
costumes, andHoney, I Shrunk the Audience!, a three-dimensional film with interactive special effects during which spectators participate in the
illusion of being "shrunk". Other popular attractions that are unique to Disneyland Park include:Visionarium, a 360-degree "circle-vision"
film theatre complex with "Audio-Animatronics" robotic figures,Indiana Jones and the Temple of Peril: Backwards!, a full-loop roller
coaster ride through simulated ancient ruins, which underwent a full renovation in fiscal year 2000 that provided our guests with the opportunity to experience the attraction backwards and at the same
time substantially increased the capacity per day, andSpace Mountain, From the Earth to the Moon, a roller coaster ride themed to the work of Jules
Verne in which guests board a spaceship and are catapulted by a giant canon into outer space.

Disneyland
Park also has five permanent theatres, including two, the Chaparral Theatre and Videopolis, which have recently been renovated. We present live stage shows in these venues
throughout the year. Examples from the past and present includeMulan, the Legend; The Tarzan Encounter;andMickey's Winter
Wonderland. In addition, we have parades and firework displays, such as theWonderful World of Disney Parade; Fantillusion
Parade;andTinkerbell's Fantasy in the Sky Fireworks. As a result of the number of guests that they attract, our shows and
parades enable us to increase the guest capacity of Disneyland Park while at the same time increasing guest satisfaction.

In
addition to the permanent Disneyland Park attractions, parades and live stage shows, we hold numerous special events throughout the year which in the past have included a Festival of Flowersin April
andthe California Dream Festivalin September, theHalloween Festivalin October,Guy Fawkes Nightin November, special Christmas festivities in December
and early January and The Lion KingCarnivalin February and March. The appearance of Disney characters and their interaction with our guests is another
important aspect of the entertainment provided in our theme parks.

In
fiscal year 2000, an innovative reservation system calledFastPasswas introduced in Disneyland Park. A free service available to all
guests,FastPassprovides an alternative to waiting in line. Guests choosingFastPassreceive a ticket
designating a specific window of time during which they may return and enter directly into the pre-show or boarding area. TheFastpasssystem has been installed at five major attractions:Space Mountain, Indiana Jones and the Temple of Peril, Backwards!,Peter
Pan's Flight,Big Thunder MountainandStar Tours.

Walt Disney Studios Park

Walt Disney Studios Park opened to the public on March 16, 2002. Walt Disney Studios Park is a live-action, animation and television studio,
where guests experience movies and television both from behind the scenes and in front of the camera. Guests to the park discover the world of cinema, see how movies are made today and step into the
future of movie making. They also have the opportunity to be part of the action, and get hands-on experience in animation techniques and special effects.

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Walt
Disney Studios Park is a full-day experience, designed for a six or seven-hour stay and is one of three European parks with a cinema theme (the two others
being the Warner Brothers Movie World Park in Germany and the Warner Brothers Movie World Park in Spain, that opened in 2002). Walt Disney Studios Park covers approximately 25 hectares
(62 acres), which is about half the size of Disneyland Park, and may be expanded in the future. It is located in front of the TGV/RER train station, in walking distance from Disneyland Park and
Disney Village.

Guests
access Walt Disney Studios Park through a monumental gate designed to look like the entry gates of the major Hollywood studios in the 1930's. The main gate provides access to a
richly decorated central hub where all the ticketing and guest welcome services are located.

Walt
Disney Studios Park includes eight major attractions, several of which were specifically developed for our park. Examples include theStunt Show
Spectacular, a live show in which stuntmen, facing an audience of up to 3,000 guests, simulate the filming of an action scene involving car and motorcycle chases and other
special effects,Cinemagique, a lyrical and emotional salute to the classics of international cinema; Armageddon, a revealing look into the world of film
special effects while on board a space ship hit by a meteorite shower and Animagique, featuring some of the greatest moments of almost 80 years of Disney animation.

The
park also features upgraded versions of attractions from Disney MGM-Studios near Orlando, Florida such asRock'n'Roller
Coaster, a roller coaster ride themed to the music of Aerosmith and a visit to a music recording studio, andCatastrophe Canyon,
the highlight of ourStudio Tram Tour, which allows guests to experience a simulated earthquake and the resulting explosions and floods.

Since
June 2002, theDisney Cinema Paradecelebrates the steps involved in movie making from A to Z, featuring
well-known Disney characters. To add to the overall park ambience, Walt Disney Studios Park also includes street entertainers (e.g., movie
"look-alikes" and musicians), Disney characters centered around the world of animation and special entertainment such asSister Act.

As
in Disneyland Park, theFastPasssystem reduces guest waiting times atRock'n Roller
Coasterand theFlying Carpets over Agrabah. The Company currently allows guests of Walt Disney Studios Park to
cross-over to Disneyland Park after 5:00 p.m. at no additional charge.

A.3.1.2Hotels and Disney Village

Also included in the Resort Segment are our hotels and Disney Village operations. Revenues from these activities include room rental, food and beverage,
merchandise, dinner shows, convention revenues and fixed and variable rent received from third-party partners operating within our Resort.

All
of the hotel and resort amenities are currently operated on a year-round basis. Hotel operations are subject to significant seasonal fluctuations, as well as significant
fluctuations between weekdays and weekends especially in off-peak seasons. The fiscal year 1998 opening of a second convention center, the continued success of seasonal promotions such as Halloween,Guy FawkesandChristmas, and the
introduction of travel inclusive packages have helped to reduce these fluctuations. Management believes that the successful implementation and marketing of these events is important to maintaining
high average occupancy levels at our hotels.

In
fiscal year 2003, approximately 25% of total hotel room-nights sold were generated in the three-month period from June through August, while approximately 24% were
generated in the three-month period from November through January, versus 36% and 14%, respectively, in fiscal year 1993. We currently differentiate pricing according to the season and the level of
demand with a focus on yield optimization.

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Hotel Operations

Hotel revenue is determined primarily by two factors: the average occupancy rate and per room spending.

|Fiscal Year |  | Average
Occupancy Rate(1) |   | Total Average
Daily Spending per
Occupied Room(2)
|----------- |  | ------------------------- | - | -------------------------------------------------
|2003        |  | 85.1                      | % | € 183.5                                          
|2002        |  | 88.2                      | % | € 175.1                                          
|2001        |  | 86.0                      | % | € 168.6                                          
|2000        |  | 82.9                      | % | € 165.4                                          
|1999        |  | 82.6                      | % | € 159.6                                          

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We
operate seven hotels at the Resort: the Disneyland Hôtel, the Hôtel New York, the Newport Bay Club, the Sequoia Lodge, the Hôtel Cheyenne,
the Hôtel Santa Fe and the Davy Crockett Ranch. Together, the hotels have a total capacity of approximately 5,800 rooms. Each of the hotels was designed and built with a specific theme
and for a particular market segment. The Disneyland Hôtel, which is located at the entrance of Disneyland Park, and the Hôtel New York are positioned as deluxe hotels
offering service equivalent to that of the best hotels in Paris. The Newport Bay Club and the Sequoia Lodge are positioned as "first-class" hotels, while the Hôtel Cheyenne and the
Hôtel Santa Fe were designed as "moderately-priced" hotels. The Davy Crockett Ranch campground is comprised of individual bungalows with private kitchens, camping sites, sports and
leisure facilities and a retail shop. Both the Hôtel New York and the Newport Bay Club include convention facilities, which provide a total of approximately 10,500 square meters of
meeting space. Resort amenities also include 12 restaurants, 9 bars, a 27-hole golf course, 5 swimming pools, 4 fitness centres, a tennis facility and an ice-skating
rink.

We
offer a wide range of services at our hotels. We provide transportation between each of the hotels and the train station and give guests the option to check into the hotels directly
from the Chessy-Marne-la-Vallée train station or from on board the Eurostar (London) and Thalys (Brussels and Cologne) trains arriving at Disneyland Resort
Paris. As part of our check-in process, we provide guests with room information and welcome booklets and also provide a luggage service for guests arriving by train, which allows them to
go directly to the parks and have their luggage delivered from the train station to their rooms. Entertainment is also an integral part of our hotel services, including Disney character breakfasts and
dinners, character meet-and-greets in the lobbies of certain hotels, face-painting workshops, and live music in the bars of certain hotels. Children's activity
corners have also been set up where children can take part in various activities while allowing their parents additional leisure time.

15

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In
addition to the seven "Euro Disney" hotels described above, several new third-party managed hotels are currently operating on the site under various promotional agreements:

|                                     |  | Designation |  | Category |  | Date opened |  | Number of Units
|------------------------------------ |  | ----------- |  | -------- |  | ----------- |  | ---------------
|Hotel Elysées Val d'Europe           |  | Associated  |  | 3*       |  | June 02     |  | 154            
|My Travel Explorer                   |  | Selected    |  | 3*       |  | March 03    |  | 390            
|Kyriad                               |  | Selected    |  | 2*       |  | March 03    |  | 300            
|Pierre et Vacances Tourist Residence |  | Associated  |  | 3*       |  | April 03    |  | 291            
|Holiday Inn                          |  | Selected    |  | 4*       |  | June 03     |  | 396            
|Marriot Vacation Club                |  | Associated  |  | 4*       |  | June 03     |  | 45             
|                                    
|Total                                |  |             |  |          |  |             |  | 1,576          
|                                    

These
hotels which benefit from the Euro Disney "Selected Hotel" or "Associated Hotel" designations, depending on their level of integration in the Resort, benefit from transport
shuttles to and from the theme parks as well as free parking for their guests (Selected Hotels only), and are an important source of guest attendance at our theme parks. For certain of these hotels,
we have access to blocks of rooms and receive commissions for selling those rooms to our guests. Any revenues earned associated with these agreements is recorded in the "Other Revenue" line of our
Resort Segment. See Item 4, Section A.3.2"Real Estate Development Segment" for a discussion of hotel capacity development projects currently in process.

Disney Village Operations

Disney Village consists of approximately 30,000 square meters of themed dining, entertainment and shopping facilities. It is a free-entrance venue
(except for certain events), situated next to the Chessy-Marne la Vallée RER/TGV train station and between the Theme Parks and the hotels.

The
over-riding themes of Disney Village are "American Places" and "American Entertainment" in the spirit of a coast-to-coast trip from New York to
Los Angeles. The largest of its facilities is an indoor arena seating more than 1,000 guests for dinner and a performance ofBuffalo Bill's Wild West
Show. Other facilities include themed bars with music, themed restaurants, includingCafe Mickey,Planet
Hollywood, Rainforest Café, Annette's Diner, McDonald's and King Ludwig's Castle(opened June 2003), retail shops and a 15-screen multiplex
Gaumont cinema with one of the largest screens in Europe.

We
manage certain of the facilities in the Disney Village, such as theBuffalo Bill's Wild West Show, merchandise boutiques and bars,
while others are managed by third parties on our behalf. For example, certain of our restaurants are managed on our behalf by Flo, a French catering company. In addition, certain of the facilities,
such as thePlanet Hollywood,Rainforest Café, King Ludwig's Castleand McDonald'srestaurants and
the Gaumont cinema, are owned and managed by third parties.

A.3.1.3Food and Beverage

We have 64 restaurants and bars throughout the Resort. Restaurants are themed both in decoration and menu, based upon their location within the Resort, and offer
guests a wide variety of dining experiences including quick service, cafeteria-style, table service (including convention catering), and sophisticated French cuisine. There are also food carts and
kiosks located throughout the Resort which offer fast-food. We offer guests the option of a fixed-price menu in all of our table service restaurants. During fiscal years 2001 and 2002, the
capacity of three Disney Village facilities were increased:Billy Bob's Country Western Bar(+94 seats),The
Steakhouse(+180 seats) andAnnette's Diner(+ 90 seats). In fiscal year 2003, theRock'n Roll
Americawas transformed into King Ludwig's Castle, a 296 seat restaurant specializing in German cuisine.

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A.3.1.4Merchandising

Our merchandising facilities include 54 boutiques, 4 kiosks and a large number of mobile carts strategically located throughout the Resort, which offer a wide
range of both Disney-themed and non-Disney-themed goods. The product mix is constantly re-evaluated in an effort to better adapt to guest preferences and guest mix. New
merchandise development focuses on Disney character products, such as theMickey Sorcererline, which is popular with guests, and on more variety for
the repeat guest. Other innovative merchandising options include photo locations at four attractions,Big Thunder Mountain, Space Mountain, From the Earth to the
Moon,Pirates of the Caribbeanand Rock'n'Roller Coaster,which offer to our guests the opportunity to purchase candid photos taken
of them during their ride.

A.3.2 Real Estate Development Segment

Our activities include the planning and development of the 1,943 hectare site on which the Resort is located, in accordance with the Master Plan. Development
activities include the conceptualization and planning of improvements and additions to the existing Resort activity, as well as other commercial and residential real estate projects to be located on
the site, whether financed internally or through third-party partners.

Our
principal real estate development revenues are derived from conceptual design services related to third party development projects on the site and to the sale of land development
rights or from ground lease income from third party developers. Such transactions not only provide a source of up-front cash inflows but also contribute to improving the potential of
future resort and real estate development projects and to increasing the potential local clientele for Disneyland Resort Paris.

The
following table summarizes the financial impact of real estate development activities on our financial statements:

|                            |             | Year ended September 30, |     
|--------------------------- | ----------- | ------------------------ | ----
|
|
|Revenues:                   |             |                          |     
|                            | Operating   |                          | 23.6
|                            | Exceptional |                          | 0.1 
|                            |             |                          |     
|                            |             | 23.7                     |     
|Costs and Expenses          |             | (13.3                    | )   
|                            |             |                          |     
|Net Income Statement Impact |             | 10.4                     |     
|                            |             |                          |     

In
conjuction with the first phase of development, which was essentially devoted to the creation of the resort destination, our second phase between 1998 and 2003 focused on the
emergence of the development of an urban center located adjacent to our resort (Val d'Europe). This second phase of development resulted in:



17

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With the development of Walt Disney Studios, we also focused on the expansion of our on-site resort lodging capacity. A number of projects have been
completed or are in various stages of progress with third party international hotel developers/tour operators for the creation of additional hotels and vacation units. These projects have or will be
constructed, owned and operated by third-parties on land purchased from us or leased from us under long-term ground leases. In addition, we have and will earn conceptualization fees and
other development service fees related to these transactions.

As
a result of these projects, approximately 1,400 hotel/vacation units were opened on the site in fiscal year 2003, bringing our total on-site capacity to approximately
7,350 total rooms units. For more information on the projects already completed and operating on the site, see Section A.3.1.2. "Resort SegmentHotels and Disney Village."

The
agreements and projects currently in place will result in a total of approximately 800 additional hotel/vacation units on the Resort Site between fiscal year 2004 and 2006 (including
approximately 450 in fiscal year 2004).



We also sell land to third-party residential developers working on projects in the areas surrounding the Resort, including the commercially successful middle and
high-end housing developments near our golf course in the communities of Magny-le-Hongre and Bailly-Romainvilliers.

To
date, this residential development has been financed by third parties. Our role has been limited to overseeing the master planning and architectural design of each development, and to
selling to selected developers the land development rights necessary to realise the projects. We do not anticipate significant changes in our role for future residential development projects, although
we may expand our role in a certain number of these projects to include an equity participation on our part via joint ventures with the third party-developers.



More recently, a third phase of development was signed with the French Public Authorities on July 9, 2003 and covers the period 2004 through 2010. In this
phase of development we anticipate the following:



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A.4 Marketing and Sales Strategy

A.4.1 Marketing and Sales

Product Offer

Disneyland Paris Resort is the number one tourist destination in Europe in terms of guest visitation with a product offer that currently includes two theme parks,
7 themed hotels (5,800 total rooms), two separate convention facilities (totaling 10,500 square meters), a dining, shopping and entertainment center and a 27-hole golf course.

With
the opening of Walt Disney Studios Park, our package offers were modified to focus on 2-night, 3-day visits. During fiscal year 2003 we re-introduced a widely
distributed 1-night, 2-day package to accommodate our guests desiring a shorter break. Our resort packages include "Park Hopper" tickets whereby guests can go back and forth
freely between Disneyland Park and Walt Disney Studios.

Strategic Location

Disneyland Resort Paris is located approximately 32 kilometres (20 miles) east of Paris, France and benefits from access to a highly developed transportation
network. In addition to service to Paris on the French suburban rail system, Disneyland Resort Paris has access to an extensive highway network that links it in less than one hour to both Paris and
the two international airports serving the Paris area, and also makes it easily accessible to most other regions of France. In addition, the train station that is located on the site of the Resort is
one of the most active in France, with about forty high speed trains arriving per day and providing service to London in three hours by the Eurostar, and to Brussels in 1 hour and 30 minutes,
Amsterdam in 4 hours and 30 minutes, and Cologne in 4 hours by the Thalys train. The strategic geographic location allows access to a market of 17 million potential guests less
than 2 hours away by road or rail transport and 320 million potential guests less than 2 hours away by plane.

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Target Markets

GRAPHIC

We
have six key proximate markets: France, the United Kingdom, Benelux (Belgium, Luxembourg and the Netherlands), Germany, Italy and Spain. Within these markets, our primary target
market is families with children from 3-15 years old but secondary markets also include groups, young adults and convention planners. Each year, our success in marketing to specific
countries and markets is impacted by a variety of strategic decisions, including our pricing policy and our package offers, as well as external factors such as the strength of local economies,
exchange rates, cultural interests, and holiday and vacation timing. The introduction of the euro has eliminated exchange rate concerns in all key markets except the United Kingdom.

Based
on internal surveys, the geographical breakdown of our theme park guest attendance is as follows:

|                                        |  | 2003 |   | 2002 |   | 2001 |  
|--------------------------------------- |  | ---- | - | ---- | - | ---- | -
|France                                  |  | 39   | % | 40   | % | 40   | %
|United Kingdom                          |  | 22   | % | 21   | % | 18   | %
|Belgium, Luxembourg and the Netherlands |  | 16   | % | 15   | % | 16   | %
|Italy/Spain                             |  | 9    | % | 9    | % | 8    | %
|Germany                                 |  | 6    | % | 7    | % | 8    | %
|Other                                   |  | 8    | % | 8    | % | 10   | %
|                                        |  |      |   |      |   |      |  
|Total                                   |  | 100  | % | 100  | % | 100  | %
|                                        |  |      |   |      |   |      |  

Distribution

We distribute our product offer through a wide variety of channels. Tour packages, which in many cases include transportation, lodging, food and theme park
tickets are distributed through our call centres, on our internet site or through third-party distributors.

Theme
park tickets are sold not only within these packages, but also through tourism intermediaries, directly at the gate and by various retail outlets (the Disney Stores, FNAC, Virgin
Mega-Stores, and at French, Belgian and Swiss railway stations and others).

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Hotel bookings can be made with us by individual guests, either directly or throughEuro Disney Vacances S.A., our in-house
tour operator. The call centres, based at the Resort site and in the United Kingdom, receive an average approximately 6,100 calls per day from all over Europe. Apart from the United Kingdom, all other
markets are serviced from the central reservation office at the Resort site in Paris, with country-specific telephone numbers. Third-party distributors, including tour operators with their own
packages and group sales, currently account for the remaining hotel reservations.

Euro Disney Vacances S.A.focuses on distribution of short-break packages, with offices in Paris and other French cities as well as
regional offices in Amsterdam, Brussels, Copenhagen, Frankfurt, London and Madrid. These offices provide a local marketing presence and the necessary travel industry trade support. We also work with a
select number of tour operators in our major markets.

In
addition, we have established special travel alliance partnerships with the principal European transporters. Travel alliance agreements have been completed with Air France on a
pan-European basis and with Eurostar and Thalys. These agreements provide carriers with the right to use Disneyland Resort Paris in their advertising campaigns and some with the right to
special joint promotional packages. In return, we have the right to provide airline or train tickets in our short-break packages and to secure allotments. Guest visitation from the United Kingdom,
Spain, Italy and Belgium reflects our relationship with these partners.

Our
internet site at www.disneylandparis.com is available in 6 languages and allows site visitors to learn about our Resort, order a brochure,
e-mail reservation requests directly to our reservation center, purchase theme park-tickets, and to book certain packages. We are currently working on projects to expand and
improve our ability to sell our products directly to guests on our internet site.

A.4.2Competition

We compete for guests throughout the year with theme parks as well as other European and international holiday destinations (including ski and seaside resorts)
and with other leisure and entertainment activities (including museums and cultural activities) in the Paris region. Our hotels compete with other hotels on our site and in the Paris region and
convention centres all over Europe. Our Resort also competes with major international tourist-attracting events such as the festivities that were organised in connection with the 1999 "Millennium"
celebrations (the Universal Exposition of Hanover, the Jubilee of Rome and the Millennium Dome of London) and major sporting events, such as the soccer World Cup and the Olympic Games.

The
theme park market in Europe has grown significantly over the last two decades. According to the publicationAmusement Business, the
ten largest European theme parks attracted approximately 36.2 million guests in 2003. The following table sets forth the attendance of each of these ten destinations.

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Theme Parks in Europe(1)
(in millions)

|                                                         |  |                |  | Attendance
|-------------------------------------------------------- |  | -------------- |  | ----------
|
|
|Disneyland Resort Paris (fiscal year ended September 30) |  | France         |  | 12.4      
|Europa Park                                              |  | Germany        |  | 3.3       
|Tivoli Gardens                                           |  | Denmark        |  | 3.3       
|Gardaland                                                |  | Italy          |  | 3.2       
|De Efteling                                              |  | Netherlands    |  | 3.1       
|Lieseberg                                                |  | Sweden         |  | 3.0       
|Universal's Medditerrania (formerly Port Aventura)       |  | Spain          |  | 2.7       
|Bakken                                                   |  | Denmark        |  | 2.7       
|Alton Towers                                             |  | United Kingdom |  | 2.5       
|                                                         |  |                |  |           
|                                                         |  |                |  | 36.2      
|                                                         |  |                |  |           

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A.5 Human Resource Management

To entertain our guests, we employed an average of approximately 12,200 employees during fiscal year 2003 on a full-time equivalent basis. Our
employees come from approximately 100 different countries and more than half of them have been employed by us since Opening Day. The table below presents the average number of persons employed by the
Group as well as the associated employee costs for each of the last five fiscal years:

|Fiscal Year |  | Average Number
of Employees |  | Total Employee Costs
(€ in millions)
|----------- |  | --------------------------- |  | ------------------------------------
|2003        |  | 12 223                      |  | 365.7                               
|2002        |  | 12 467                      |  | 352.0                               
|2001        |  | 11 109                      |  | 307.0                               
|2000        |  | 11 432                      |  | 297.6                               
|1999        |  | 10 574                      |  | 283.6                               

The
seasonal nature of our business means that the need for employees is, to a certain extent, also seasonal. Accordingly, we have developed a system, used in both the theme parks and
the hotels, to optimize scheduling and automate labour exchange between operations. The system improves efficiency by automating both scheduling and the corresponding pay systems. In conjunction with
this system, flexible working contracts have been negotiated with the employee representatives. Special part-time contracts such as four-day working weeks, 32-hour
weeks or individually negotiated contracts, have been implemented. As a result, over the past three fiscal years, many temporary jobs have been turned into flexible long-term contracts
with Disneyland Resort Paris, facilitating job security and better training for employees. This new flexibility has helped management to better match the number of employees to the levels of customer
demand.

22

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An
internal university provides permanent training for all employees in matters of service and entertainment. To improve quality, approximately 46,947 training days were provided to
employees in 2003. To enhance the diversity of skills, training classes range from finance to more specific subjects such as the welcoming of guests "Disney Style". We are continually seeking to
enhance our image as a "teaching" company, recognised for outstanding training techniques. As an example, in November 2000, we signed an agreement with certain of our labour unions for the
creation of a new program aimed at providing employees with a new professional status called "Hôte d'Accueil Touristique" and thus a
wider recognition of their skills on a national scale. Our objective is to develop the competencies of approximately 800 employees, over a period of fifteen months, through group training that permits
them to earn four different state-recognized professional competency certificates.

Seven
French labour unions, theConfédération Générale du Travail(C.G.T.),
theConfédération Française Démocratique du Travail(C.F.D.T.), the Confédération Générale de l'Encadrement(C.F.E./C.G.E.),Force
Ouvrière(C.G.T./F.O.), theConfédération des Travailleurs Chrétiens(C.F.T.C.), theSyndicat Indépendant du Personnel Euro Disney(S.I.P.) and theUnion Nationale des Syndicats
Autonomes(U.N.S.A.), are represented at Disneyland Resort Paris. We comply with information and consultation requirements with respect to the unions and hold other periodic
consultations with employee representatives. Since Opening day, there have been no significant strikes or work stoppages.

In
June 1998, the French Government enacted a law to reduce the official work week from 39 to 35 hours. For companies that implemented the 35-hour week before
July 1, 1999, the French government is providing subsidies in the form of lower payroll taxes for each of the five years following the date of implementation. We began operating on the basis of
a 35-hour work-week on June 6, 1999 and benefit from such subsidies (which will expire in 2004), which have helped to offset the costs of additional employees.

We
have made no distributions under our statutory profit sharing plan. However, since October 1, 1995, the Group has provided employees a supplemental profit sharing plan. Under
the latest plan amendment signed March 10, 2003 applying to fiscal years 2003 and 2004, employees are eligible to receive a bonus of between 0% to 3.0% of their annual salary, if Income before
Lease and Net Financial Charges as presented in the Consolidated Financial Statements of the Group reaches certain pre-defined thresholds.

The
following table summarizes amounts paid under this profit sharing plan for each of the last five fiscal years:

|                             |  | Year ended September 30,
|---------------------------- |  | ------------------------
|
|
|Total Profit Sharing Expense |  |                        

In
addition, an employee savings plan exists in order to facilitate and encourage individual savings. The Company matches 30% of the first € 3,050 of each
employees' contribution to the plan each year.

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A.6 Significant Operating Contracts

A.6.1 Agreements with French Governmental Authorities

On March 24, 1987, The Walt Disney Company entered into the Master Agreement with the Republic of France, the Region of
Ile-de-France, the Department of Seine-et-Marne, the Public Establishment for the Development of the new town of
Marne-la-Vallée (l'Etablissement Public d'Aménagement de la Ville Nouvelle de
Marne-la-ValléeEPAMarne) and the Suburban Paris Transportation Authority "RATP", for the development of the Resort and other
various development phases for the 1,943 hectares of undeveloped land located 32 kilometres east of Paris in Marne-la-Vallée, France. Immediately after, The Walt
Disney Company assigned its rights and obligations under the Master Agreement to Euro Disney Corporation, a wholly-owned subsidiary incorporated in Delaware. The French governmental authorities party
to the Master Agreement have subsequently waived all rights of recourse against The Walt Disney Company under the Master Agreement. In addition, in 1988 a new governmental authority named the Public
Establishment for the Development of Sector IV of Marne-la-Vallée ("EPA France"), with responsibility for the development of the entirety of the Resort, was
created pursuant to the Master Agreement and became a party thereto. The Company and Euro Disneyland S.N.C. ("the Phase IA Financing Company") became parties to the Master Agreement in
April 1989, and Euro Disney Associés S.N.C. ("EDA SNC") became a party in January 1995 following the Financial Restructuring. While the Company, the Phase IA Financing
Company and EDA SNC are severally responsible to the French public authorities for the performance under the Master Agreement, the Company, in its capacity as main partner and the main beneficiary of
the undertakings of the Master Agreement, has ultimate responsibility for the performance obligations under the Master Agreement. See Item 4Section C.2 "Financing Companies" for
additional information on the Phase IA Financing Company and EDA SNC.

The
Master Agreement, as amended from time to time, determines the general outline of each phase of development as well as the legal and initial financial structure. It provides that
loans with specific terms and conditions shall be granted. The significant components thereof are summarized below.

Development planning

The Master Agreement sets out a master plan for the development of the land and a general development program defining the type and size of facilities that we
have the right to develop, subject to certain conditions, over a 30-year period ending no sooner than 2017. Before beginning any new development phase, we must provide EPA France and
several other French public authorities a proposal and other relevant information for approval. On the basis of the information provided, the Company and the authorities involved develop detailed
development programmes.

After
having concluded negotiations for a detailed program for the second phase of Val d'Europe urban development on December 9, 1997, the Company and EPA France concluded
negotiations for a detailed program for the third phase of the Val d'Europe urban development on July 9, 2003. (Sec Item 4, section A.3.2 "Real Estate Development segment").

Financing of infrastructure

The Master Agreement specifies the infrastructure to be provided by the French authorities to the Resort. The relevant French public authorities have a continuing
obligation to finance construction of the primary infrastructure, such as highway interchanges, primary roadways to access the site, water distribution and storage facilities, rain water and waste
water treatment installations, waste treatment facilities, gas and electricity distribution systems as well as telecommunication networks. The Master Agreement also specifies the terms and conditions
of our contribution to the financing of certain infrastructure.

24

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Infrastructure
provided by the French governmental authorities included the extension on the "A" line of the RER suburban rail link (which links Paris and its eastern and western suburbs
to Disneyland Resort Paris site with two stations), the construction of two interchanges linking the Resort directly with the A4 motorway, a TGV (high speed train) station linking the Resort to other
major cities of Europe and the completion of an access road around the Resort site.

Land rights

The Master Agreement provides for our right, subject to certain conditions, to acquire the land necessary for the expansion of the Disneyland Resort Paris on the
Marne-la-Vallée site. Our exercise of these acquisition rights is subject to certain development deadlines, which if not met would result in the expiration of
these rights. Through the date of this Annual Report, all minimum development deadlines have been met and no land rights have expired unused. The next deadline for the expiration of land right options
will be December 31, 2007.

In
order to maintain our land acquisition rights for the remaining undeveloped land around the Resort (approximately 1,000 hectares), we are required to pay annual fees to EPA France.
For fiscal year 2003, these fees totalled € 0.8 million.

Department of Seine-et-Marne tax guarantee

Pursuant to the Master Agreement, our Company, the Phase IA Financing Company, EDA SNC and the Republic of France guaranteed a minimum level of tax revenues to
the Department of Seine-et-Marne. If the Department's tax revenues are less than the amount of charges borne by the Department for primary and secondary infrastructure during
the period from 1992 to 2003, the Republic of France and our Company will each reimburse, in equal shares to the Department, the difference between the tax revenues collected and the charges borne, up
to an aggregate amount of approximately € 45.0 million (adjusted for inflation from 1986). No amounts were due with respect to this tax guarantee as of the end of
the first measurement period on December 31, 1998. A second and last assessment, covering the entire period through December 31, 2003, will be made in 2004. Based upon current estimates,
the Company will be required to pay the Department approximately € 22 million under the terms of the guarantee.

A.6.2 Participant Agreements

Our Company has entered into long-term participant agreements with companies that are leaders in their fields. As of the close of fiscal year 2003, 14
participant agreements were in effect, with the following companies: Coca-Cola, Esso, France Telecom, and its subsidiary Orange, General Motors, Hasbro Inc., Hertz, IBM, Kellogg's,
Kodak, McDonald's, Nestlé, and its subsidiary Perrier-Vittel, and Visa. These participant agreements provide the Disneyland Resort Paris participants with the following rights in
exchange for an individually negotiated fee: (i) a presence on site through the sponsorship of one or more of Disneyland Park, Walt Disney Studios Park or Disney Village's attractions,
restaurants or other facilities, (ii) promotional and marketing rights with respect to the category of product which is covered by the participant agreement, and (iii) the status of
privileged supplier of our Company. Each participant agreement terminates automatically in the event of termination of the License Agreement between The Walt Disney Company (Netherlands) B.V. and the
Company. (See "License Agreement" discussion in Item 4, Section A.6.3"Undertakings and Agreements with The Walt Disney Company and Subsidiaries").

25

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A.6.3 Undertakings and Agreements with The Walt Disney Company and Subsidiaries

Undertakings

In connection with the Financial Restructuring, The Walt Disney Company agreed, so long as certain indebtedness is outstanding to our major creditors, to hold at
least 34% of the common stock of our Company until June 10, 1999, at least 25% until June 10, 2004 and at least 16.67% thereafter. In connection with the financing of Walt Disney Studios
Park, The Walt Disney Company has committed to the CDC to hold at least 16.67% of our common stock until 2027.

Our
Company and Euro Disneyland Participations S.A., an indirect 99.9%-owned subsidiary of The Walt Disney Company (which is also a partner of the Phase IA Financing Company) have agreed
to indemnify the partners of the Phase IA Financing Company as to all liabilities arising for our Company and the Phase IA Financing Company under the Master Agreement. To the extent the resources of
our Company and the Phase IA Financing Company are insufficient to cover any such indemnity, The Walt Disney Company, through a wholly-owned subsidiary, has agreed to indemnify the partners of the
Phase IA Financing Company up to an additional € 76.2 million. In connection with the Financial Restructuring, EDA SNC also undertook certain indemnification
obligations in favour of the partners of the Phase IA Financing Company in respect of certain liabilities arising under the Master Agreement.

Development Agreement

Pursuant to the Development Agreement dated February 28, 1989 with our Company (the "Development Agreement"), Euro Disney S.A. provides and arranges for
other subsidiaries of The Walt Disney Company to provide a variety of technical and administrative services to the Company. These services are in addition to the services Euro Disney S.A. is required
to provide as Management Company (see Item 10, Section B.1 The Management Company) and include, among other things, the development of conceptual designs for our existing Theme
Parks and future facilities and attractions, the manufacture and installation of specialized show elements, the implementation of specialized training for operating personnel, the preparation and
updating of operations, maintenance and technical manuals, and the development of a master land use plan and real estate development strategy. As the Development Agreement concerns the entire Resort,
the services provided by Euro Disney S.A. pursuant to the Development Agreement extend to all the installations of Walt Disney Studios Park, primarily for the design and construction of said
installations. Euro Disneyland Imagineering S.A.R.L. ("EDLI"), an indirect subsidiary of The Walt Disney Company, was responsible for management and administration of the overall design as well as the
construction of our theme parks, including the design and procurement of the show-and-ride equipment. Most of the other facilities of the Resort were designed under our
supervision with the administrative and technical assistance of affiliates of The Walt Disney Company specialized in the development of hotels, resorts and other retail and commercial real estate
projects in the United States, in accordance with the related servicing agreements.

We
reimburse Euro Disney S.A. for all of its direct and indirect costs incurred in connection with the provision of services under the Development Agreement. These costs include, without
limitation, (i) all operating expenses of Euro Disney S.A., including overhead and implicit funding costs, (ii) all costs incurred directly by Euro Disney S.A. or billed to it by third
parties and (iii) certain costs plus 10% billed to Euro Disney S.A. for services performed by The Walt Disney Company or any of its affiliates. Such costs vary considerably from one fiscal year
to another depending upon the projects under development.

26

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The
Development Agreement has an initial term of 30 years and can be renewed for up to three additional 10-year terms at the option of either party. The Development
Agreement may be terminated by Euro Disney S.A. and us under certain conditions, in particular in case of a change of control of our Company and of the Phase IA Financing Company, or in case either
company were to be liquidated.

Phase II Development Fee

As part of the terms of the Financial Restructuring, we are required to pay a one-time development fee of
€ 182.9 million upon the satisfaction of certain conditions, including conditions relating to Walt Disney Studios Park. In order to obtain the approval of the
financing of Walt Disney Studios Park by our lenders and the lenders of the Financing Companies from which we lease a substantial portion of our operating assets, The Walt Disney Company agreed in
September 1999 to amend the terms for the development fee so that it will not be due unless and until future events occur, including the repayment of existing bank debt (as defined in the
agreement) and the achievement of specified cash flow levels. The determination as to whether the specified cash flow levels have been achieved will be made on the date that the CDC loans for Walt
Disney Studios Park are repaid and, in any case, no later than November 1, 2029.

License Agreement

Under the License Agreement, dated February 28, 1989, between The Walt Disney Company (Netherlands) B.V. (a subsidiary of The Walt Disney Company) and our
Company (the "License Agreement"), we were granted a license to use any present or future intellectual and industrial property rights of The Walt Disney Company that may be incorporated into
attractions and facilities designed from time to time by The Walt Disney Company and made available to us. In addition, the License Agreement authorizes the sale, at the Resort, of merchandise
incorporating or based on intellectual property rights owned by or otherwise available to The Walt Disney Company. These intellectual property rights are registered in the name of The Walt Disney
Company, which is responsible for the control of their protection in France. Royalties to be paid by our Company for the use of these rights were originally equal to:



27

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As
part of the Financial Restructuring, The Walt Disney Company amended the License Agreement and, as a result, no royalties were due for fiscal years 1994 through 1998. Starting in
fiscal year 1999 and until fiscal year 2003 (inclusive), the royalties payable by us are being calculated at rates equal to 50% of the rates stated above. On March 28, 2003, the Walt Disney
Company (Netherlands) B.V. agreed to conditionally waive royalties with respect to the last three quarters of fiscal year 2003 and to change the payment terms for fiscal year 2004 from quarterly to
annually in arrears. Beginning in fiscal year 2004, we are responsible for the payment of 100% of the original royalty rates as presented above.

The
License Agreement has an initial term of 30 years and can be renewed for up to three additional 10-year terms at the option of either party. The License Agreement
gives The Walt Disney Company substantial rights and discretion to approve, monitor and enforce the use of The Walt Disney Company intellectual properties within the Resort. The License Agreement may
be terminated by The Walt Disney Company upon the occurrence of certain events, including the removal or replacement of the Management Company
(Gérant), a change in control, directly or indirectly, of our Company, certain affiliates and the Phase IA Financing Company, the
liquidation of such companies, certain assignments of our interests in the License Agreement, the imposition of laws or regulations that prohibit us or certain affiliates and the phase IA Financing
Company from performing any of their material obligations under the License Agreement or the imposition of taxes, duties or assessments that would materially impair the assets, surplus or
distributable earnings of the Company or certain of our affiliates.

B.    BUSINESS OVERVIEW

See Item 4, Section A. "History And Development Of The Company And Business Overview".

C.    ORGANISATIONAL STRUCTURE

Our Company is asociété en commandite par actions("SCA"similar in
certain respects to a master limited partnership in the U.S.) organised under the laws of the Republic of France. Our Company was originally organised and incorporated in Paris on December 17,
1985 under the name Mivas S.A., in the form of a Frenchsociété anonyme("SA"similar to a U.S. corporation),
which was closely held. In 1988, EDL Holding Company, a Delaware corporation wholly-owned by The Walt Disney Company and currently owner of approximately 39.1% of the shares of our common stock,
acquired 99% of the shares of Mivas S.A., whose corporate name was changed to Société d'Exploitation d'Euro Disneyland S.A. At an extraordinary meeting held in
February 1989, the shareholders of Société d'Exploitation d'Euro Disneyland S.A. decided to modify our corporate form from an SA to an SCA and to change our
corporate name to Euro Disneyland S.C.A. In November 1989, Euro Disneyland S.C.A. became a publicly held company as a result of a public offering of its common stock in France, the United
Kingdom and Belgium. At the annual general meeting of shareholders on February 4, 1991, the Company's present corporate name, Euro Disney S.C.A., was adopted.

C.1    Operating Companies

Euro Disney S.C.A.

Our Company operates Disneyland Park and Walt Disney Studios Park, the Disneyland Hôtel, the Davy Crockett Ranch and the Golf Course.

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EDL Hôtels S.C.A.

EDL Hôtels S.C.A. ("EDL Hotels"), our 99.9%-owned subsidiary which operates Disney Village and all of the hotels, other than the Disneyland
Hôtel and the Davy Crockett Ranch, is organised as a limited partnership governed by the same principles as our Company.

The
general partner of EDL Hotels is EDL Hôtels Participations S.A., a French SA and our 99.9%-owned subsidiary. The Management Company of EDL Hotels is Euro Disney S.A.,
which is also our Management Company.

C.2  Financing Companies

Phase IA Financing Company and Euro Disney Associés S.N.C.

The Phase IA Financing Company owns Disneyland Park and leases it to EDA SNC pursuant to a leasing structure entered into in connection with the Financial
Restructuring. Both are organised as Frenchsociétés en nom collectif("SNC"which is similar in certain
respects to a general partnership in the U.S.). EDA SNC in turn subleases the park to us. Also, as part of the Financial Restructuring, we and the Phase IA Financing Company sold to EDA SNC certain
Disneyland Park assets constructed after the opening of Disneyland Park for € 213.4 million, which are leased back to us by EDA SNC for a period of 12 years with
fixed annual lease payment of € 2.1 million. We have an option to repurchase such assets and the right to extend the term of the lease. See Notes 1-2 and
24-1 to the Consolidated Financial Statements in Item 17"Financial Statements".

The
partners of the Phase IA Financing Company are various banks, financial institutions and companies that hold 83% of the Phase IA Financing Company's shares, and Euro Disneyland
Participations S.A., a French SA and an indirect 99.9%-owned subsidiary of The Walt Disney Company, that holds the remaining 17% of the shares. We have no ownership interest in the Phase IA Financing
Company. For a description of the financing arrangements of the Phase IA Financing Company with us and related future lease commitments, see Notes 1-2 and 24-1 to the
Consolidated Financial Statements in Item 17"Financial Statements". We are jointly liable for the indebtedness of the Phase IA Financing Company. The partners are subject to unlimited
joint and several liability for the financial obligations of the Phase IA Financing Company. Certain of the creditors of the Phase IA Financing Company, however, have effectively waived recourse
against the partners of the Phase IA Financing Company. The Phase IA Financing Company has consistently generated tax losses primarily due to interest charges during the construction period and
depreciation expense from Opening Day until December 31, 1996. The legal structure of the Phase IA Financing Company enabled its partners to take these French tax losses directly into their own
accounts for French tax purposes. In return, the partners agreed to provide subordinated partners' advances to the Phase IA Financing Company at an interest rate below the market rate.

The
Phase IA Financing Company is managed by a management company, Société de Gérance d'Euro Disneyland S.A., a French SA and an indirect
99.8%-owned affiliate of The Walt Disney Company.

29

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Phase IB Financing Companies

Hôtel New York Associés S.N.C., Newport Bay Club Associés S.N.C., Sequoia Lodge Associés S.N.C.,
Cheyenne Hotel Associés S.N.C., Hôtel Santa Fe Associés S.N.C. and Centre de Divertissements Associés S.N.C. (collectively, the "Phase IB
Financing Companies"), each of which (i) rents the land on which the related hotel or Disney Village, as the case may be, is located, from EDL Hotels, (ii) owns the related hotel or
Disney Village, as the case may be, and (iii) leases the related hotel or Disney Village, as the case may be, to EDL Hotels, and (iv) is organised as a French SNC governed by the same
principles as the Phase IA Financing Company. We have the option to acquire at any time during the term of the lease the leased assets for an amount approximating the balance of the Phase 1B Financing
Companies outstanding debt.

The
partners of the Phase IB Financing Companies with various banks and financial institutions that are creditors of the Phase IB Financing Companies. We have no ownership interest in
the Phase IB Financing Companies. For a description of the financial arrangements of the Phase IB Financing Companies with us and related future lease commitments, see Notes 1-2 and
24-1 to the Consolidated Financial Statements in Item 17"Financial Statements". EDL Hotels has guaranteed all of the loan repayment obligations of the Phase IB Financing
Companies to their creditors and partners. The partners of the Phase IB Financing Companies are subject to unlimited joint and several liability for the financial obligations of the Phase IB Financing
Companies. Nevertheless, the creditors of the Phase IB Financing Companies have waived recourse against the partners of the Phase IB Financing Companies. The Phase IB Financing Companies have
consistently generated tax losses primarily due to interest charges during the construction period and depreciation expense from Opening Day until December 31, 1995 (with the exception of
Centre de Divertissements Associés S.N.C. which generated tax losses until December 31, 1998). The legal structure of the Phase IB Financing Companies enabled their partners to
take these French tax losses directly into their own accounts for French tax purposes. In return, the partners agreed to provide subordinated partners' advances to the Phase IB Financing Companies at
an interest rate below the market rate.

Pursuant
to the respective by-laws of the Phase IB Financing Companies, the Management Company of each of the Phase IB Financing Companies is EDL Services S.A., a French SA
and a 99.8%-owned subsidiary of the Company.

Centre de Congrès Newport S.A.S.

Centre de Congrès Newport S.A.S., which is an indirect 99.9%-owned affiliate of The Walt Disney Company, structured as a French société par
actions simplifiée("SAS") entered into sale/leaseback agreements with EDL Hotels pursuant to
which the SAS financed and acquired the Newport Bay Club Convention Center (opened to the public in September 1997) and, when constructed, leased it back to EDL Hotels. EDL Hotels has an option
to repurchase such assets. See also Notes 1-2 and 24-1 to the Consolidated Financial Statements in Item 17"Financial Statements".

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C.3  Ownership Structure of the Group

C.3.1 Overview of Group Legal Structure

GRAPHIC

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D.    PROPERTY, PLANT AND EQUIPMENT

Our resort-related facilities are comprised of the two theme parks (including related support buildings), the seven themed hotels, Disney Village and the Golf
Course. We lease all of these facilities except Walt Disney Studios Park, Disneyland Hôtel, Davy Crockett Ranch and the golf course, which we own. See Item 4
Section C.2."Financing Companies" for additional information on our leases. These facilities are all located in Marne-la-Vallée, France. We
believe that our facilities are suitable and adequate for the conduct of our business.

The
Master Agreement provides us for the right, subject to certain conditions, to acquire the land necessary for the realization of the Resort and the general availability of the 1,943
hectares (approximately 4,800 acres) Marne-la-Vallée site. The existing Resort facilities and related developments in progress, plus all associated public and
private infrastructure works, are located on approximately 1,000 hectares of this land.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with our Consolidated Financial Statements, the related notes thereto included in
Item 17 "Financial Statements" herein and Item 3.D "Key InformationRisk Factors." Our Consolidated Financial Statements have been prepared in accordance with French GAAP, which differ in
certain respects from U.S. GAAP. In certain areas, particularly accounting for leases and interest expense recognition, these differences are significant. For a discussion of the principal differences
between French GAAP and U.S. GAAP as they relate to our consolidated results of operations and financial position, see Note 27 to the Consolidated Financial Statements in Item 17 "Financial
Statements."

A.    GENERAL

Revenues for the year decreased 2.1% to total € 1,053.1 million. The reduced revenues reflect a prolonged downturn in European
travel and tourism, strikes and work stoppages throughout France during the year, combined with challenging general economic conditions in our key markets, partially offset by the impact of a full
year of Walt Disney Studios Park.

Excluding
the impact of the Group's fiscal year 2003 change in accounting principle for major fixed asset renovations discussed below (the "Accounting Change"), operating margin
(earnings before lease and financial charges and exceptional items) for the year declined 18.6% to € 143.0 million and the net loss increased from
€ 33.1 million to € 45.4 million.

On
an as-reported basis, operating margin decreased 24.6% to € 132.4 million from € 175.7 million in
the prior year. After lease and net financial charges and exceptional items, the Group's net loss totalled € 56.0 million.

The
increased loss reflects disappointing revenues, higher direct operating costs due to the full year operations of Walt Disney Studios Park, and higher advertising costs during the
First Half, partially offset by lower royalties and management fees following the waiver of the payment of these fees by The Walt Disney Company ("TWDC") for the last three quarters of fiscal year
2003.

B.    FINANCIAL NEGOTIATIONS

On November 3, 2003, the Group obtained waivers from its lenders, effective through March 31, 2004, with respect to certain financial covenants and
other obligations, including a reduction in certain security deposit requirements. On March 22, 2004, this waiver was modified and extended until May 31, 2004. The purpose of this
extension is to give management, the lenders and TWDC more time to find resolution regarding the Group's financial situation. Absent such a timely resolution, the waivers would expire and management
believes the Group would then be unable to meet all of its debt obligations.

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In
connection with the March 22, 2004 waiver extension, the Group agreed to put on deposit for the benefit of its senior lenders an additional
€ 40 million payable on April 20, 2004, bringing the total debt security deposit to €100 million. The Group has also agreed not to
allow the outstanding balance of its € 167.7 million standby facility with TWDC to fall below the current outstanding amount of €110 million
during the extension period. TWDC has agreed to provide a new € 25 million subordinated credit facility through May 31, 2004 to replace the unused
€ 45 million credit facility that was made available on November 3, 2003 and expired on March 31, 2004. If amounts are drawn on the new credit
facility, repayment would be subject to the Group's meeting certain financial thresholds or to the prior repayment of all of the Group's existing debt to its lenders.

In
preparing the consolidated financial statements, management has used the going-concern assumption based on management's belief that it is in the best interest of all stakeholders,
including the lenders and TWDC to successfully resolve the Group's financial situation. This resolution would likely include modifying the Group's existing obligations, obtaining additional financing
and potentially changing our legal structure. If the principle of going concern had not been assumed, it would likely have had a significant impact on the valuation of assets and liabilities as of
September 30, 2003.

C.    RESULTS OF OPERATIONS

C.1  Change in Accounting Principle:

Under the Group's new policy, effective October 1, 2002, the costs of major fixed asset renovations are no longer capitalised and amortized over five
years, but are instead accrued in advance on a straight-line basis as operating expense during the period between planned renovations.

The
Group adopted this change in accounting as a result of a change in generally accepted accounting principles in France, and the retroactive impact on prior years of this change was
recorded as a charge to equity. As a result of this change, fiscal year 2003 operating expenses increased by € 10.6 million, reflecting a
€ 20.0 million increase in the provision for major fixed asset renovations, offset by reduced amortization expenses of
€ 9.4 million related to deferred fixed asset renovation costs.

To
enhance comparability between fiscal periods, the Consolidated Statement of Income for the year ending September 30, 2003 is presented below showing balances without the impact
of the Accounting Change, and reconciling those balances to the as-reported Consolidated Statement of Income:

CONSOLIDATED STATEMENTS OF INCOME

|                                          |  | Year ended September 30, |   | Variation (before
Accounting Change) | 
|----------------------------------------- |  | ------------------------ | - | ------------------------------------ | 
|
|Revenues                                  |  | 1,053.1                  |   |                                     | 
|Costs and Expenses                        |  | (920.7                   | ) | 10.6                                 | 
|                                          |  |                          |   |                                      | 
|Income before Lease and Financial Charges |  | 132.4                    |   | 10.6                                 | 
|Lease and Net Financial Charges           |  | (200.3                   | ) |                                     | 
|Income (loss) before Exceptional Items    |  | (67.9                    | ) | 10.6                                 | 
|Exceptional income (loss), net            |  | 11.9                     |   |                                     | 
|                                          |  |                          |   |                                      | 
|Net Loss                                  |  | (56.0                    | ) | 10.6                                 | 
|                                          |  |                          |   |                                      | 

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Certain
reclassifications have been made to the 2002 comparative amounts in order to conform to the 2003 presentation.

C.2  Operating Statistics

The following table provides information regarding our key operating indicators over the past five years:

|     |  | Theme Parks(1) |  | Hotels
|---- |  | -------------- |  | ------
|
|2003 |  | 12.4           |  | € 40.7
|2002 |  | 13.1           |  | € 40.1
|2001 |  | 12.2           |  | € 38.9
|2000 |  | 12.0           |  | € 38.1
|1999 |  | 12.5           |  | € 36.7

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C.3  Results of Operations for Fiscal Year 2003 compared with Fiscal Year 2002

Revenues

Our revenues were generated from the following sources:

|                                |  | Year ended September 30, |  |         |  |       |  
|------------------------------- |  | ------------------------ |  | ------- |  | ----- | -
|
|
|
|Theme Parks                     |  | 508.5                    |  | 526.0   |  | (17.5 | )
|Hotels and Disney Village       |  | 416.7                    |  | 411.7   |  | 5.0   |  
|Other                           |  | 104.3                    |  | 111.0   |  | (6.7  | )
|                                |  |                          |  |         |  |       |  
|Resort Segment                  |  | 1,029.5                  |  | 1,048.7 |  | (19.2 | )
|Real Estate Development Segment |  | 23.6                     |  | 27.3    |  | (3.7  | )
|                                |  |                          |  |         |  |       |  
|Total Revenues                  |  | 1,053.1                  |  | 1,076.0 |  | (22.9 | )
|                                |  |                          |  |         |  |       |  

Theme parkrevenues decreased 3.3% to € 508.5 million from
€ 526.0 million in the prior year as a result of lower admissions revenues driven by a 5.3% decrease in theme park guests, partially offset by higher park admission
prices. Merchandise and food and beverage revenues in the Theme Parks also decreased primarily as a result of lower total theme park attendance, partially offset by higher food and beverage spending
per guest.

Hotel and Disney Villagerevenues increased 1.2% to € 416.7 million from
€ 411.7 million in the prior year, reflecting a 4.8% increase in daily average guest spending per room, partially offset by a 3.1 percentage point decrease
in hotel occupancy, which averaged 85.1% during the year. Disney Village revenues increased 1% from the prior year.

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Other Revenues(which primarily include participant sponsorships, transportation and other travel services
sold to guests) decreased € 6.7 million to € 104.3 million, reflecting primarily lower participant sponsorship revenues.

Real Estate Developmentrevenues decreased from the prior year, as planned. Real Estate Development revenues
in fiscal year 2003 included primarily commercial and residential land sale transactions. In addition, revenues included ground lease income and fees earned related to conceptualization and
development assistance services provided to third-party developers that have signed contracts to either purchase or lease land on Disneyland Resort Paris site for development.

Costs and expenses

Our costs and expenses were composed of:

|                                    |  | Year ended September 30, |  | Variation (before
Accounting Change) |  
|----------------------------------- |  | ------------------------ |  | ------------------------------------ | -
|
|
|Direct operating costs(1)           |  | 645.3                    |  | (19.5                                | )
|Marketing and sales expenses        |  | 105.2                    |  |                                     |  
|General and administrative expenses |  | 96.5                     |  | (0.5                                 | )
|Depreciation and amortization       |  | 65.6                     |  | 9.4                                  |  
|Royalties and management fees       |  | 8.1                      |  |                                     |  
|                                    |  |                          |  |                                      |  
|Total Costs and Expenses            |  | 920.7                    |  | (10.6                                | )
|                                    |  |                          |  |                                      |  

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Operating margin for the year decreased in both the Resort and Real Estate operating segments. Resort Segment margin without the Accounting Change was
€ 132.7 million, reflecting a decrease of € 30.9 million, while the Real Estate Development Segment margin decreased
€ 1.8 million to € 10.3 million. Given the successful completion of most of the additional hotel capacity projects and other
commercial and residential sales to third-party developers, management expects the real estate development operating margin to decrease next year, reflecting reduced sales activity.

Total
costs and expenses before the Accounting Change were € 910.1 million in fiscal year 2003 compared to
€ 900.3 million in the prior year, an increase of € 9.8 million. This increase in costs and expenses related to increased direct
operating costs (+ € 12.5 million), increased marketing, general and administrative expenses (+ € 13.8 million), and increased
depreciation and amortization expenses (+ €10.9 million), partially offset by decreased royalties and management fees
( € 27.4 million).

The
direct operating costs increase before the Accounting Change reflected a full year of additional labour and other expenses of Walt Disney Studios Park, partially offset by decreased
cost of sales.

Marketing
and sales expenses increased € 9.8 million, reflecting an increase that occurred primarily during the first half of fiscal year 2003.
General and administrative expenses increased € 4.0 million reflecting increased labour and other expenses before the Accounting Change.

Depreciation
and amortization before the Accounting Change increased € 10.9 million, primarily reflecting additional depreciation related to Walt
Disney Studios Park.

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Royalties
and management fees totalled € 8.1 million, € 27.4 million lower than the previous year, reflecting the
March 28, 2003 waiver by TWDC of these fees for the last three quarters of fiscal year 2003. In fiscal year 2004, royalties will be reinstated to their full contractual rates (fiscal year 1999
through 2003 rates were reduced to half of their original levels as a result of the 1994 financial restructuring); however, payment for 2004 royalties will not be due until the first quarter of fiscal
year 2005 due to the waiver agreement.

Lease rental expense and net financial charges

Lease rental expense and net financial charges were composed of:

|                     |  | Year ended September 30, |   |       |   |      | 
|-------------------- |  | ------------------------ | - | ----- | - | ---- | 
|
|
|
|Lease rental expense |  | 193.8                    |   | 188.8 |   | 5.0  | 
|Financial income     |  | (49.0                    | ) | (59.1 | ) | 10.1 | 
|Financial expense    |  | 55.5                     |   | 41.1  |   | 14.4 | 
|                     |  |                          |   |       |   |      | 
|Total                |  | 200.3                    |   | 170.8 |   | 29.5 | 
|                     |  |                          |   |       |   |      | 

Lease
rental expense represents payments under financial lease arrangements with the unconsolidated financing companies and approximates the related debt service payments of such
financing companies. Financial income is principally composed of the interest income earned on long-term loans provided to the financing companies and interest income on cash and
short-term investments, as well as net gains arising from foreign currency transactions. Financial expense is principally composed of interest charges on long-term borrowings
and the net impact of interest rate hedging transactions.

The
rate of interest forgiveness resulting from the 1994 financial restructuring was at its peak during the second half of fiscal year 1994 and has progressively decreased since that
time. In fiscal year 1998, substantially all interest charges were reinstated to normal levels; however, approximately € 6.1 million of interest forgiveness per
year favorably impacted lease rental expense through the end of fiscal year 2003.

Lease
rental expense and net financial charges analysed by nature of expense were composed of:

|                                                   |                                | Year ended September 30, |      |       |      |      |     
|-------------------------------------------------- | ------------------------------ | ------------------------ | ---- | ----- | ---- | ---- | ----
|
|
|
|Interest based expenses, debt and lease related(1) |                                | 96.5                     |      | 87.0  |      | 9.5  |     
|Interest income on cash and deposit balances       |                                | (2.5                     | )    | (2.7  | )    | 0.2  |     
|Loan repayments included in lease expenses:        |                                |                          |      |       |      |      |     
|                                                   | Due to external third parties |                          | 37.5 |       | 30.3 |      | 7.2 
|                                                   | Due to Euro Disney Group      |                          | 52.1 |       | 41.1 |      | 11.0
|                                                   |                                |                          |      |       |      |      |     
|                                                   |                                | 89.6                     |      | 71.4  |      | 18.2 |     
|Other                                              |                                | 16.7                     |      | 15.1  |      | 1.6  |     
|                                                   |                                |                          |      |       |      |      |     
|Total Lease and Net Financial Charges              |                                | 200.3                    |      | 170.8 |      | 29.5 |     
|                                                   |                                |                          |      |       |      |      |     

---

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Lease and net financial charges increased to € 200.3 million from € 170.8 million. This
increase was primarily attributable to:



During
fiscal year 2003, the component of lease rental expense related to the financing companies loan repayments was € 89.6 million. For fiscal years
2004 and 2005, the equivalent amounts are scheduled to increase to € 108.1 million and € 125.6 million, respectively. Of these
amounts, third- party loan principal repayments (requiring a net cash outflow from the Group) were € 37.5 million in fiscal year 2003, and are scheduled to be
approximately € 40.9 million and € 50.9 million in fiscal years 2004 and 2005, respectively.

Exceptional income / loss, net

Exceptional income totalled € 11.9 million in fiscal year 2003. The Group sold three apartment developments used to provide
housing to employees within close proximity to the site. The transaction generated € 34.1 million in net sale proceeds and a gain of
€ 11.0 million. The Group continues to operate the apartment developments under leases with the buyers.

For
fiscal year 2002, exceptional loss, net totalled € 38.0 million, primarily reflecting € 37.2 million of Walt
Disney Studios Park pre-opening costs, € 1.0 million of euro implementation costs and € 1.0 million of
reorganisation charges. These exceptional charges were partially offset by € 0.7 million of net adjustments to provisions for risks and charges. The exceptional
pre-opening costs incurred during the year included the costs of hiring and training Walt Disney Studios Park employees during the pre-opening period as well as the costs of
the pre-opening advertising campaigns and the media events that took place throughout February and March 2002.

C.4    Results of Operations for Fiscal Year 2002 Compared with Fiscal Year 2001

Revenues

Our Revenues were generated from the following sources:

|                                |  | Year ended September 30, |  |         |  |      |  
|------------------------------- |  | ------------------------ |  | ------- |  | ---- | -
|
|
|
|Theme Parks                     |  | 526.0                    |  | 476.4   |  | 49.6 |  
|Hotels and Disney Village       |  | 411.7                    |  | 386.5   |  | 25.2 |  
|Other                           |  | 111.0                    |  | 105.1   |  | 5.9  |  
|                                |  |                          |  |         |  |      |  
|Resort Segment                  |  | 1,048.7                  |  | 968.0   |  | 80.7 |  
|Real Estate Development Segment |  | 27.3                     |  | 37.2    |  | (9.9 | )
|                                |  |                          |  |         |  |      |  
|Total Revenues                  |  | 1,076.0                  |  | 1,005.2 |  | 70.8 |  
|                                |  |                          |  |         |  |      |  

Theme parkrevenues increased 10.4% to € 526.0 million from
€ 476.4 million in the prior year as a result of increased admission revenues linked to the opening of our second theme park, Walt Disney Studios, on
March 16, 2002, and higher park admission prices. Merchandise and food and beverage revenues in the Theme Parks also increased as a result of higher total theme park attendance.

37

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Hotel and Disney Villagerevenues increased 6.5% to € 411.7 million from
€ 386.5 million in the prior year driven by strong occupancy (especially during the third and fourth quarters) and higher guest spending per room. As planned,
Disney Village revenues benefited from increased guest flow to the restaurants as a result of the opening of Walt Disney Studios Park.

Other Revenues(which primarily includes participant sponsorships, transportation and other travel services
sold to guests) increased € 5.9 million to reach € 111.0 million.

Walt
Disney Studios Park did not begin to impact operating revenues until the second half of our fiscal year. During the second half of our fiscal year, revenue growth at our Theme Parks
was 13.1%, a substantial improvement which, however, did not meet our expectations. Revenue growth at our Hotels and Disney Village was 9.9%, which modestly exceeded our expectations.

Real Estate Developmentrevenues decreased from € 37.2 million in the
prior year to € 27.3 million in fiscal year 2002, as planned. Real Estate Development revenues in fiscal year 2002 included primarily commercial and residential
land sale transactions at ourVal d'Europetown centre project. In addition, revenues included fees earned related to conceptualization and development
assistance services provided to third-party developers that have signed contracts to either purchase or lease land on Disneyland Resort Paris site for development.

Costs and expenses

Our Costs and expenses were composed of:

|                                               |  | Year ended September 30, |  |       |  |      | 
|---------------------------------------------- |  | ------------------------ |  | ----- |  | ---- | 
|
|
|
|Direct operating costs(1)                      |  | 617.2                    |  | 551.3 |  | 65.9 | 
|Marketing, general and administrative expenses |  | 183.5                    |  | 183.0 |  | 0.5  | 
|Depreciation and amortization                  |  | 64.1                     |  | 54.0  |  | 10.1 | 
|Royalties and management fees                  |  | 35.5                     |  | 31.7  |  | 3.8  | 
|                                               |  |                          |  |       |  |      | 
|Total Costs and Expenses                       |  | 900.3                    |  | 820.0 |  | 80.3 | 
|                                               |  |                          |  |       |  |      | 

---

Operating margin for fiscal year 2002 decreased € 9.5 million, resulting from increased Resort Segment margin of
€ 2.2 million, offset by an anticipated decrease of € 11.7 million in the Real Estate Development Segment margin.

Total
costs and expenses were € 900.3 million in fiscal year 2002 compared to € 820.0 million in the prior year,
an increase of € 80.3 million. This increase in costs and expenses related primarily to increased direct operating costs
(+ € 65.9 million) and increased depreciation and amortization charges (+ € 10.1 million). These cost increases relate primarily
to the operations of Walt Disney Studios Park. Direct operating costs were also impacted by increases in safety, security and insurance costs totalling approximately
€ 6.8 million following the events of September 11, 2001.

Additionally,
as of October 1, 2001, the Group revised the estimated useful lives of certain long-lived assets in order to more appropriately reflect their intended
use, which had the impact of decreasing fiscal year 2002 depreciation expense on these assets by € 5.7 million.

38

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Lease rental expense and net financial charges

Lease rental expense and net financial charges were composed of:

|                     |  | Year ended September 30, |   |       |   |       |  
|-------------------- |  | ------------------------ | - | ----- | - | ----- | -
|
|
|
|Lease rental expense |  | 188.8                    |   | 185.8 |   | 3.0   |  
|Financial income     |  | (59.1                    | ) | (89.8 | ) | 30.7  |  
|Financial expense    |  | 41.1                     |   | 51.5  |   | (10.4 | )
|                     |  |                          |   |       |   |       |  
|Total                |  | 170.8                    |   | 147.5 |   | 23.3  |  
|                     |  |                          |   |       |   |       |  

Lease
rental expense represents payments under financial lease arrangements with the unconsolidated financing companies and approximates the related debt service payments of such
financing companies. Financial income is principally composed of the interest income earned on long-term loans provided to the financing companies and interest income on cash and
short-term investments, as well as net gains arising from foreign currency transactions. Financial expense is principally composed of interest charges on long-term borrowings
and the net impact of interest rate hedging transactions.

The
rate of interest forgiveness resulting from the 1994 Financial Restructuring was at its peak during the second half of fiscal year 1994 and has progressively decreased since that
time. In fiscal year 1998, substantially all interest charges were reinstated to normal levels; however, approximately € 6.1 million of interest forgiveness per
year will continue in effect and favorably impact lease rental expense through the end of fiscal year 2003.

Lease
rental expense and net financial charges analysed by nature of expense were composed of:

|                                                   |                                | Year ended September 30, |      |       |      |       |     
|-------------------------------------------------- | ------------------------------ | ------------------------ | ---- | ----- | ---- | ----- | ----
|
|
|
|Interest based expenses, debt and lease related(1) |                                | 87.0                     |      | 106.8 |      | (19.8 | )   
|Interest income on cash and deposit balances       |                                | (2.7                     | )    | (18.9 | )    | 16.2  |     
|Loan repayments included in lease expenses:        |                                |                          |      |       |      |       |     
|                                                   | Due to external third parties |                          | 30.3 |       | 13.1 |       | 17.2
|                                                   | Due to Euro Disney Group      |                          | 41.1 |       | 34.3 |       | 6.8 
|                                                   |                                |                          |      |       |      |       |     
|                                                   |                                | 71.4                     |      | 47.4  |      | 24.0  |     
|Other                                              |                                | 15.1                     |      | 12.2  |      | 2.9   |     
|                                                   |                                |                          |      |       |      |       |     
|Total Lease and Net Financial Charges              |                                | 170.8                    |      | 147.5 |      | 23.3  |     
|                                                   |                                |                          |      |       |      |       |     

---

39

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Lease and net financial charges increased to € 170.8 million from € 147.5 million. This increase was primarily
attributable to:



These
negative factors were partially offset by:



During
fiscal year 2002, the component of lease rental expense related to the financing companies loan repayments was € 71.4 million. For fiscal years
2003 and 2004, the equivalent amounts are scheduled to increase to € 89.7 million and € 108.1 million, respectively. Of these
amounts, third- party loan principal repayments (requiring a net cash outflow from the Group) were € 30.3 million in fiscal year 2002, and will be approximately
€ 37.5 million and € 40.9 million in fiscal years 2003 and 2004, respectively.

Exceptional loss, net

For fiscal year 2002, exceptional loss, net totalled € 38.0 million, primarily reflecting
€ 37.2 million of Walt Disney Studios Park pre-opening costs, € 1.0 million of euro implementation costs and
€ 1.0 million of reorganisation charges. These exceptional charges were partially offset by € 0.7 million of net adjustments to
provisions for risks and charges. The exceptional pre-opening costs incurred during the year included the costs of hiring and training of Walt Disney Studios Park employees during the
pre-opening period as well as the costs of the pre-opening advertising campaigns and the media events that took place throughout February and March 2002.

For
fiscal year 2001, exceptional losses, net totalled € 7.2 million, primarily reflecting € 5.3 million of Walt
Disney Studios Park pre-opening costs, € 2.3 million of losses on the early repurchase of a portion of the Company's 6.75% Convertible Bonds,
€ 1.5 million of euro implementation costs, € 1.4 million of fixed asset write-offs and
€ 0.8 million of net adjustments to provisions for risks and charges. These exceptional charges were partially offset by an adjustment to the provision for storm
repairs resulting in a net exceptional income of € 2.3 million.

Net loss

Net loss for fiscal year 2002 was € 33.1 million, reflecting exceptional charges related to the pre-opening costs
of Walt Disney Studios Park and lower income before exceptional items.

40

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D.    LIQUIDITY AND CAPITAL RESOURCES

Capital Investment

The following table sets forth our capital investments:

|                                |  | Year ended September 30,
|------------------------------- |  | ------------------------
|
|
|Resort Segment                  |  | 23.0                    
|Real Estate Development Segment |  | 1.8                     
|                                |  |                         
|                                |  | 24.8                    
|                                |  |                         

Fiscal
year 2003 capital expenditures for the Resort Segment relate primarily to the transformation of an existing Disney Village restaurant into King Ludwig's Castle, featuring
authentic German cuisine, completion of the Fantillusion parade, which had its debut at Disneyland Park in fiscal year 2003, and various improvements to the existing asset base. Investments in our
Real Estate Development Segment represent the purchase of land that the Group has subsequently leased to third-parties under long term ground leases.

Cash Flows and Liquidity

As of September 30, 2003, cash and short-term investments totaled € 46.1 million. As presented in the
Group's Consolidated Statements of Cash Flows, cash and cash equivalents increased € 24.7 million to € 46.0 million as of
September 30, 2003. Specifically, this increase in cash and cash equivalents resulted from:

Cash Flows from Operating Activities

€88.1 millionCash Flows used in Investing Activities

€(28.8) millionCash Flows used in Financing Activities

€(34.6) million


Cash
flows from operating activities increased to € 88.1 million from € 48.7 million in the prior year primarily
as a result of changes in working capital, partially offset by lower net results.

Cash
flows used in investing activities totalled € 28.8 million reflecting € 72.9 million of capital investment
expenditures, partially offset by € 45.4 million of cash proceeds from the sale of fixed assets. Capital investment expenditures related primarily to construction
costs of Walt Disney Studios Park, the transformation of an existing Disney Village restaurant intoKing Ludwig's Castle, completion of the Fantillusionparade and various improvements to the existing asset base. Proceeds from the sale of fixed assets reflected the sale of three apartment
buildings used to provide housing for employees as well as certain of the bungalows at the Davy Crockett Ranch. The Group entered into leases with the buyers of these assets.

Cash
flows used in financing activities totalled € 34.6 million reflecting payment of increased security deposits in the amount of
€ 59.6 million and debt repayments of € 15.0 million, partially offset by € 40.0 million of
drawings under the Group's € 167.7 million line of credit with TWDC, thereby bringing the outstanding balance of the credit line as of September 30, 2003 to
€ 102.5 million.

41

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Based
upon available cash and short-term investments, the remaining availability on our lines of credit with TWDC (€ 167.7 million
existing line expiring in June 2004, plus the € 25.0 million new line available until May 31, 2004), we believe the Group will have in the normal
course of business the resources necessary to meet funding requirements arising during the waiver period with our lenders and TWDC, which ends on May 31, 2004. Absent a resolution to the
Group's liquidity issues as a result of the negotiations, management believes the Group would be unable to meet all of its debt obligations following the end of the negotiation period.

Debt

Our principal indebtedness (excluding accrued interest) increased to € 806.4 million as of September 30, 2003 compared
to € 781.4 million as of September 30, 2002 primarily as a result of € 40.0 million of new drawings on the
€ 167.7 million TWDC credit facility, partially offset by € 15.0 million of principal repayments. Including the unconsolidated
financing companies, our principal indebtedness was € 2,207.3 million as of September 30, 2003 compared to
€ 2,219.8 million as of September 30, 2002.

Our
principal payment obligations, and the principal portion of our lease payments to the unconsolidated financing companies, recommenced in fiscal year 1998 pursuant to the terms of the
1994 Financial Restructuring. We paid € 412.1 million and € 52.5 million (including the Convertible Bond repurchases and
maturities) of principal in fiscal years 2002 and 2003, respectively (net of principal payments we receive from the subordinated loans we made to the financing companies). On the same basis, we will
be required to pay € 66.8 million and € 82.6 million (excluding the TWDC credit facility) of net principal in fiscal years 2004
and 2005, respectively.

The
Group's debt agreements include covenants with respect to our financing arrangements. These covenants include restrictions on additional indebtedness and capital expenditures, the
provision of certain financial information and compliance with certain financial thresholds. In November 2003, the lenders agreed to waive, effective through March 31, 2004, certain of
these covenants. This waiver was extended until May 31, 2004. If we do not reach a mutually acceptable solution with our lenders before that date, we will be unable to meet all of our financial
obligations. See Item 5, Section B"Financial Negotiations" above and Item 3, Section D"Key InformationRisk Factors."

Equity

Shareholders' equity decreased to € 1,084.4 million at September 30, 2003 from
€ 1,244.8 million at September 30, 2002, as a result of the net loss for fiscal year 2003 and the € 104.4 million
cumulative effect of a change in accounting principle related to major fixed asset renovation expenditures. (see discussion under "Change in Accounting Principle" described above).

As
of September 30, 2003, TWDC, through indirect wholly-owned subsidiaries, held 39.1% of the Group's shares and approximately 16.3% of the Group's shares were owned by trusts for
the benefit of Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud and his family. No other shareholder has indicated to the Group that it holds more than 5% of the share capital of the Group. No dividend
allocation is proposed with respect to fiscal year 2003, and no dividends were paid with respect to fiscal years 2002, 2001 and 2000.

42

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E.    OTHER MATTERS

E.1    Tabular Disclosure of Contractual Obligations

The Group has various contractual obligations which are recorded as liabilities in our consolidated financial statements in accordance with French GAAP. Other
items, such as financial and operating lease commitments and certain purchase commitments are not recognised as liabilities in our consolidated financial statements under French GAAP but are required
to be disclosed.

The
operating assets of the Group were financed using equity, borrowings and financial lease contracts. The table below summarizes the debt and lease structure of the Group as well as
other long-term obligations assuming reimbursement of the debt not be accelerated by our lenders (see Note 28). This information supplements the leasing and debt contract
disclosures which are provided in Notes 1-2, 13, 24 and 27 to the Consolidated Financial Statements:

|                                              |  | As of September 30, 2003 |  | Payments due
|--------------------------------------------- |  | ------------------------ |  | ------------
|
|Phase IA Asset Financing                      |  |                          |  |             
|Disneyland ParkCDC                           |  | 361.3                    |  | 168.9       
|Disneyland ParkCredit Facility(3)            |  | 263.7                    |  | 114.1       
|Disneyland ParkPartner Advances              |  | 304.9                    |  |            
|Disneyland ParkAdditional Capacity Assets    |  | 213.4                    |  |            
|                                              |  |                          |  |             
|                                              |  | 1,143.3                  |  | 283.0       
|Phase IB Asset Financing                      |  |                          |  |             
|Hotels and Disney VillageCredit Facility(3)  |  | 139.2                    |  | 24.3        
|Hotels and Disney VillagePartner Advances(3) |  | 96.9                     |  |            
|Newport Bay ClubConvention Centre            |  | 21.5                     |  |            
|                                              |  |                          |  |             
|                                              |  | 257.6                    |  | 24.3        
|Walt Disney Studios Park FinancingCDC        |  |                         |  | 381.1       
|TWDC Line of Credit                           |  |                         |  | 102.5       
|Other Borrowings                              |  |                         |  | 15.5        
|                                              |  |                          |  |             
|Total Lease Obligations(1) and Borrowings(2)  |  | 1,400.9                  |  | 806.4       
|Operating Lease Obligations (see Note 24-2)   |  |                          |  |             
|Purchase Obligations(4)                       |  |                          |  |             
|Other Long-Term Obligations(5)                |  |                          |  |             
|                                              |  |                          |  |             
|Total Contractual Obligations(6)              |  |                          |  |             
|                                              |  |                          |  |             

---

43

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|(€ in millions)                               |  |         |  | 
|--------------------------------------------- |  | ------- |  | 
|Liabilities recorded on the balance sheet     |  | 828.9   |  | 
|Commitments not recorded on the balance sheet |  | 1,499.7 |  | 
|                                              |  |         |  | 
|                                              |  | 2,328.6 |  | 
|                                              |  |         |  | 

E.1    Off-Balance Sheet ObligationsContingent Commitments

The Group also has certain contractual arrangements that would require the Group to make payments or provide funding if certain circumstances occur. The Group
does not currently expect that it is probable these contingent commitments will result in amounts being paid by the Group.



The Group could be required to pay a development fee to TWDC in the amount of €182.9 million if certain future events occur. The fee will
not be due until future events occur, including the repayment of our existing bank debt and of the CDC loans used to finance the construction of Walt Disney Studios and the achievement by the Group of
specified cash flow levels. For further information see Note 23 to the Consolidated Financial Statements in Item 17"Financial Statements".



As a result of a March 28, 2003 agreement, TWDC conditionally waived € 24.6 million of royalties and management fees
payable for the last three quarter of fiscal year 2003. The waived amount may in the future become payable if and to the extent that income before lease and financial charges excluding depreciation
and amortization for any year from fiscal year 2004 through fiscal year 2008 exceeds € 450 million.

In
addition, the Group has certain contractual commitments including performance guarantees and other contingent liabilities totalling approximately
€ 33.2 million, assuming the maximum potential obligation.

E.2    Accounting Policies and Estimates

We believe that the application of the following accounting policies are important to our financial position and results of operations, and require judgements and
estimates on the part of management. For a summary of all of our accounting policies, see Note 2 to the Consolidated Financial Statements in Item 17 "Financial Statements".



We lease a significant portion of our operating assets. Pursuant to the alternatives available under French accounting principles, we account for these
transactions as operating leases and as a result, the leased assets and the related lease obligation are excluded from our balance sheet. Payments under these leases are recorded as Lease Rental
Expense as they become due.

44

---



The Company has revenue recognition policies for its operating segments, which are appropriate to the circumstances of each business or revenues flow. We record
revenues for our Resort Segment as the related service is provided to our guests. In addition, the Resort Segment includes revenues associated with long-term sponsorship contracts, which
are recognized pro-rata over the term of the contracts. In our Real Estate Development Segment, we recognize revenue on land sales upon closing of each transaction, while revenues related
to service contracts and ground leases are recognized when the service is rendered.



We are continually involved in certain legal proceedings and tax audits and, as required, have accrued our estimate of the probable costs for the resolution of
these claims. Our estimates are developed in consultation with outside counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It
is possible, however that future results of operations for any particular annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to
these proceedings.

E.3    New Accounting Pronouncements



In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities(FIN 46) and amended it by issuing FIN 46R in December 2003. Among other things, FIN 46R generally deferred the effective date of FIN
46 for variable interest entities (VIEs) to the quarter ended March 31, 2004. VIEs are entities that lack sufficient equity to finance their activities without additional financial support from
other parties or whose equity holders lack adequate decision making ability based on criteria set forth in the interpretation. All VIEs with which the Company is involved have been evaluated to
determine the primary beneficiary of the risks and rewards of the VIE. This analysis has determined that the Group is the primary beneficiary in certain entities with which we have
long-term capital leases. As a result, we will be required to consolidate these VIEs as of March 31, 2004 for financial reporting purposes. Although the leases in question were
previously capitalised in our U.S. GAAP Financial Statements, the assets and liabilities of the leasing entities in question will now be reflected in our balance sheet and will result in certain
classifications and valuation differences in our reported amounts. We are currently assessing the impact of these changes.



We currently prepare our financial statements in accordance with French GAAP and prepare a reconciliation of stockholders' equity, net income and certain other
disclosures to US GAAP. In June 2002, the Council of Ministers of the European Union approved a new regulation proposed by the European Commission requiring all EU-listed companies,
including us, to apply International Financial Reporting Standards ("IFRS") in preparing their financial statements for fiscal years beginning on or after January 1, 2005 (thus fiscal year 2006
for us). We are currently evaluating the impact of these changes on our Consolidated Financial Statements. Additionally, due to recent changes in French law we will be required to consolidate the
assets, liabilities, results of operations and cash flows of the leasing companies in our Consolidated Financial Statements beginning in 2004. This change will significantly increase our consolidated
indebtedness and reduce our equity under French GAAP.

45

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E.4    Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe harbour for forward-looking statements made by or on behalf of the Group. The
Group and its representatives may from time to time make written or oral statements that are "forward-looking", including statements contained in this report and other filings with the Securities and
Exchange Commission and in reports to the Group's shareholders. All statements that express expectations and projections with respect to future matters, including the launching or prospective
development of new business initiatives; theme park and resort projects; and the implementation of the euro, are forward-looking statements within the meaning of the Act. These statements are made on
the basis of management's views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management's
expectations will necessarily come to pass.

Factors that may affect forward-looking statements.A wide range of factors could materially affect future developments and performance,
including the following:





46

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ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.    DIRECTORS AND SENIOR MANAGEMENT

Members of the Management Company's Board of Directors and Executive Officers

As discussed in Item 10, Section B.1"Memorandum and Articles of AssociationThe Management Company
(Gérant)", Euro Disney S.A. manages our Company. The Board of Directors of the Management Company is currently composed as follows:

|Name              |  | Age |  | Position                            
|----------------- |  | --- |  | ------------------------------------
|André Lacroix     |  | 43  |  | Chairman and Chief Executive Officer
|Rosemary Bloom    |  | 41  |  | Member                              
|Dominique Cocquet |  | 56  |  | Member                              
|Philippe Laco     |  | 48  |  | Member                              

The
term of office for each member of the Board of Directors of the Management Company is one year, subject to renewal.

The
executive officers of the Management Company are currently as follows:

|Name              |  | Age |  | Position                                              
|----------------- |  | --- |  | ------------------------------------------------------
|André Lacroix     |  | 43  |  | Chairman and Chief Executive Officer                  
|Yann Caillère     |  | 49  |  | President and Chief Operating Officer                 
|Dominique Cocquet |  | 56  |  | Senior Vice-PresidentDevelopment and External Affairs
|Philippe Gas      |  | 40  |  | Senior Vice-PresidentHuman Resources                 
|Jeffrey Speed     |  | 41  |  | Senior Vice-PresidentChief Financial Officer         
|Philippe Marie    |  | 44  |  | Vice-PresidentCommunications and External Affairs    
|Pascal Quint      |  | 47  |  | Vice-President and General Counsel                    

André Lacroix,Chairman and Chief Executive Officer, was appointed to this position in July 2003. Prior to joining
Euro Disney, he spent 7 years with Burger King, where he was President of Burger King International, responsible for development, profitability, and management of the brand outside North
America. Prior to his Burger King experience, he worked for Pepsi Cola, Colgate Palmolive and Ernst & Young.

Rosemary Bloomwas elected to the Board of Directors of the Management Company in March 2001. She was appointed Senior
Vice-President and European General Counsel of Walt Disney International in November 2000. In 1994, she joined Buena Vista Home Entertainment as Vice-President,
Business & Legal Affairs. Prior to this, she was a partner with various law firms in New York and London.

Dominique Cocquetjoined Euro Disney in 1989 as Manager of Real Estate Finance. He was promoted in 1992 to the rank of Vice President in
charge of Development and External Relations, and supervised the expansion of the capacity of Disney Village, the creation of Walt Disney Studios Park, the opening of 2,200 additional hotel rooms, and
the development of the Val d'Europe community.

47

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Philippe Lacowas appointed as member of the Board of Directors of the Management Company in January 2001. He joined The Walt
Disney Company in 1996 as Vice-President and Managing Director of Disney Channel France, a subsidiary of Walt Disney Television International, before being promoted Country Manager, The
Walt Disney Company, France & Benelux, responsible within the region for coordinating The Walt Disney Company activities, developing new business and optimizing the Disney brand. Prior to
joining The Walt Disney Company, he spent over 20 years in various management positions within the entertainment business, including Warner Music France as Managing Director, and Polygram.

Yann Caillèrehas been with Euro Disney since 1995. Formerly Senior Vice President of Operations of Euro Disney, he was
promoted to President and Chief Operating Officer in July 2003. Prior joining Euro Disney, Yann was the General Manager of the Hotel Sofitel in Paris.

Philippe Gaspreviously worked at Euro Disney from 1991 to 1997. He is serving as Senior Vice President Human Resources. Since
June 2000, Philippe has served as Regional Vice President for Asia Pacific Human Resources for the Walt Disney Company. Prior to this position, he was Director of International Human Resources
in Burbank, California.

Jeffrey Speed,Senior Vice President and Chief Financial Officer, was appointed to this position in July 2003. Prior to joining
Euro Disney, he spent 10 years with The Walt Disney Company, most recently serving as Vice President and Assistant Treasurer. In this role, he had worldwide responsibility for corporate
finance, syndication of credit facilities, and banking and rating agency relationships. Prior to joining The Walt Disney Company, he spent 9 years with Price Waterhouse.

Philippe Mariejoined the Company in January 2001 and served as Director of External Relations until July 2003. Prior to
joining Euro Disney, he spent 5 years with JC Decaux, where he was Director of Legal and Municipal Relations.

Pascal Quint,Vice President and General Counsel, joined Euro Disney in 1996. He was previously General Counsel of Sanofi Pharma.
Previously, he served in several positions in the legal departments of major companies, including Euro Disney SCA from 1991 to 1994. Pascal will leave the Company in April 2004 for a new
position with another company.

48

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B.    COMPENSATION

Aggregate compensation paid by us to the members of the Board of Directors and the officers of the Management Company as a group (including the executive officers
and Board members mentioned in item 6.A "Directors and Senior Management" above, provided they held the same positions last year or who were directors and/or officers of the Management Company for all
or part of fiscal year 2003) was approximately € 4.4 million in fiscal year 2003, excluding stock options. Officers of the Management Company and certain other
management employees are eligible for participation in our discretionary bonus programs at varying levels. The aggregate amount set aside or accrued by us to provide pension, retirement or similar
benefits for the same executive officers and directors in respect of fiscal year 2003 was € 0.2 million. As of September 30, 2003, these same officers held
together a total of 3.0 million Euro Disney S.C.A. stock options. We bear the cost of all compensation paid to the executive officers of the Management Company.

The
aggregate compensation paid by us to members of the Supervisory Board during fiscal year 2003 was €160,071. Compensation paid to each member is proportional to
attendance at meetings. The individual compensation paid to each member of the Supervisory Board is provided below in Item 10, Section B.2"Memorandum and Articles of
Associationthe Supervisory Board".

In
accordance with the disclosure requirements in France, the Group reported no fiscal year 2003 stock option transactions with members of the Board of Directors and Executive Officers
of the Management Company.

C.    BOARD PRACTICES

See discussion below in Item 10, Section B.2"Memorandum and Articles of Associationthe Supervisory Board".

D.    EMPLOYEES

See discussion above in Item 4, Section A.5"Human Resource Management".

E.    SHARE OWNERSHIP

No member of the Board of Directors or executive officers of the Management Company (Gérant) and no
members of the Supervisory Board beneficially own 1% or more of the shares of the Company, either directly or potentially through the exercise of stock options.

ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.    MAJOR SHAREHOLDERS

Set forth below as of February 27, 2004, are the number of shares of common stock and percentages owned by each person that is known to us to own more than
5% of the outstanding shares of our common stock:

|Title of Class |  | Identity of
Person or Group |  | Amount Owned         |  | Percent of Class(1) |  
|-------------- |  | --------------------------- |  | -------------------- |  | ------------------- | -
|Common Stock   |  | EDL Holding Company(2)      |  | 412.8 million shares |  | 39.1                | %
|Common Stock   |  | Kingdom 5-KR-135 Ltd.(3)    |  | 172.5 million shares |  | 16.3                | %

---

49

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In connection with the Financial Restructuring, The Walt Disney Company has agreed, so long as certain indebtedness is outstanding to our major creditors, to hold
at least 25% of our common stock until June 2004 and at least 16.67% until 2016. In connection with the financing of Walt Disney Studios Park, The Walt Disney Company has committed to the CDC
to hold at least 16.67% of our common stock until 2027. See also Item 4, Section A.6.3"Undertakings and Agreements with The Walt Disney Company and Subsidiaries", Item 4,
Section C"Organisational Structure" and Item 10, Section B"Memorandum and Articles of Association".

As
of February 27, 2004, the total number of shares of common stock held by our executive officers and members of the Supervisory Board as a group was, to our knowledge, 15,061
shares.

B.    RELATED PARTY TRANSACTIONS

During the three years ending September 30, 2003, the following amounts were incurred under related party transactions with The Walt Disney Company and its
subsidiaries (see in Item 4, Section A.6.3"Undertakings and Agreements with The Walt Disney Company and Subsidiaries" and Item 10, Section B.1"The Management
Company" for a full description of these contracts and agreements):

|(€ in millions)       |  | 2003 |  | 2002 |  | 2001
|--------------------- |  | ---- |  | ---- |  | ----
|Development Agreement |  | 30.6 |  | 92.4 |  | 48.7
|License Agreement(1)  |  | 5.6  |  | 24.0 |  | 21.8
|Management Fee(1)     |  | 2.5  |  | 11.5 |  | 9.9 

---

On March 28, 2003, the Group entered into agreements with the Management Company and The Walt Disney (Netherlands) B.V. to pay management fees and
royalties on a fiscal year-end basis rather than quarterly for the second, third and fourth quarters of fiscal year 2003 and for all of fiscal year 2004. In addition, with respect to the
last three quarters of fiscal year 2003, the combined royalties and management fees will not exceed the maximum amount that could be paid by the Company while maintaining compliance with the gross
operating income covenant under certain of the Company's debt agreements. Any portion of the royalties or management fees not paid for fiscal year 2003 as a result of the foregoing may in the future
become payable if and to the extent that income before lease and net financial charges excluding depreciation and amortization for any year from fiscal year 2004 through fiscal 2008 exceeds
€ 450 million.

Effective
November 3, 2003, TWDC agreed to provide the Group a new € 45 million subordinated credit facility, which could be drawn upon through
March 31, 2004, but only after the existing € 167.7 million standby facility already provided by TWDC is fully drawn. This credit facility expired undrawn on
March 31, 2004. For additional information see Item 5, Section B"Operating and Financial Review and ProspectsFinancial Negotiations."

Effective
March 25, 2004, TWDC agreed to provide the Group a new €25 million subordinated credit facility, which can be drawn upon through May 31,
2004, under the same terms as the expired credit facility described above.

C.    INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

50

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ITEM 8.    FINANCIAL INFORMATION

A.    CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

A.1. Financial statements

Please see Item 17 "Financial Statements" for a list of all financial statements filed as part of this Annual Report.

A.2. Legal proceedings

We are party to various legal proceedings in France involving some remaining claims related to the construction of the Disneyland Resort Paris and certain other
litigation arising in connection with the operation of the Resort. Management believes that we have made appropriate provisions with respect to these legal proceedings, and that such proceedings,
either individually or in the aggregate, will not have a material adverse impact on our financial position.

A.3 Dividends

The payment of dividends on common stock from distributable profits may be recommended by the Management Company for approval by the shareholders at our annual
general meeting, which must be held within six months after the end of the fiscal year. We did not declare or pay any dividends in respect of the fiscal years ended September 30, 1997 through
2003.

Our
ability to pay dividends in the future is dependent upon the availability of distributable profits on the basis of the unconsolidated financial statements of Euro Disney S.C.A. and
the Company's operating results, liquidity and financial condition. Additionally, our principal debt agreements related to the financing of Disneyland Park with a syndicate of international banks,
prohibit us from paying dividends if we are in default with respect to loan payments due under our debt agreements with the CDC and IA Bank loan, as well as if any taxes become overdue and remain
unpaid (unless payment of such overdue tax is being contested in good faith and adequate provision in cash has been set aside).

Profits
retained in the Company, excluding amounts reserved under law or by virtue of our by-laws are available for distribution to Shareholders as dividends.

We
are required to designate at least 5% of net income each year, if any, as a legal reserve. This transfer shall cease to be required when the cumulative legal reserve reaches
one-tenth of the share capital. The legal reserve is distributable only upon our Company's liquidation.

In
addition our by-laws provide that 0.5% of net income each year be paid to the General Partner. Thereafter, distributable profits shall be allocated in the following order:

Dividends
must be paid within nine months of the end of our fiscal year and are payable to holders, on the date of payment, of shares of common stock outstanding at the time such
dividends were approved for distribution by the shareholders. Dividends not claimed within five years of the date of payment revert to the Republic of France. The shareholders have the right in an
ordinary general meeting to authorize the grant to each shareholder of an option to receive all or part of any annual or interim dividends in either cash or shares of common stock.

51

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B.    SIGNIFICANT CHANGES

At the Annual Shareholder's Meeting held on March 25, 2004, the shareholders approved a resolution authorizing a decrease in the Company's share capital in
an amount of € 791,953,293, by way of a reduction from € 0.76 to € 0.01 of the nominal value of each of our 1,055,937,724 shares
outstanding, and granting the Management Company all the powers to realise this decrease in capital and to modify subsequently Article 2.1 of the Company's by-laws as follows:

"Article 2.1Share capital of the Company: The share capital of the Company is ten million five hundred and fifty nine thousand and
three hundred seventy seven euros and twenty four cents (€ 10,559,377.24) and is divided into 1,055,937,724 shares (the "Shares")."

This decrease in the nominal value of our shares is subject to no opposition being asserted by our creditors within 20 days following the filing of the minutes of the
Annual Shareholders's Meeting at the commercial court in Meaux, France, or, if any opposition is so asserted, subject to such opposition being released.

Also,
see Note 28 to the Consolidated Financial Statements in Item 17"Financial Statements."

ITEM 9.    THE OFFER AND LISTING

A.    OFFER AND LISTING DETAILS

The table below sets forth, for the period mentioned, the reported high and low quoted prices for the common stock on Euronext Paris S.A. (formerly the Paris
stock exchange).

|               |                | Price Per Share
|-------------- | -------------- | ---------------
|
|
|
|1999           |                | 1.47           
|2000           |                | 1.27           
|2001           |                | 1.27           
|2002           |                |                
|               | First Quarter  |                
|               | Second Quarter |                
|               | Third Quarter  |                
|               | Fourth Quarter |                
|2003           |                |                
|               | First Quarter  |                
|               | Second Quarter |                
|               | Third Quarter  |                
|               | Fourth Quarter |                
|September 2003 |                | 0.76           
|October 2003   |                | 0.66           
|November 2003  |                | 0.59           
|December 2003  |                | 0.50           
|January 2004   |                | 0.53           
|February 2004  |                | 0.62           

---

52

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On February 27, 2004, the closing price of the currently outstanding shares of common stock on Euronext Paris was
0.54 euro,equivalent to U.S. $0.67 per share, as calculated by using the Noon Buying Rates.

B.    PLAN OF DISTRIBUTION

Not applicable.

C.    MARKETS

C.1 Common Stock

The principal trading market for the common stock is Euronext Paris. In addition, the common stock is listed and traded on the Brussels Stock Exchange and is
traded on SEAQ International in London. Sterling Depository Receipts, each representing one share of common stock, are listed and traded on the London Stock Exchange. The Sterling Depository Receipts
currently settle through the Residual Settlement in the Crest system. There is no active public market in the United States for the common stock, and the common stock is not listed on any U.S.
securities exchange.

Under
French Law, listed companies may purchase their own shares in certain limited circumstances. French law also requires us to file a copy of any shareholders' resolution
authorizing such transactions and an information memorandum regarding certain matters with theAutorité des Marchés
Financiers(the "AMF"), the administrative agency of the French government responsible for overseeing the French securities markets, prior to engaging in such transactions, as
well as a monthly report of any purchases and sales thereafter. Purchases and sales of the shares of common stock may not account for more than 25% of the total daily trading volume in such shares in
any given period and, except during a public offering, may be performed on our behalf by only one intermediary per stock exchange session.

Pursuant
to an authorization granted by the Company's shareholders at the annual general meeting held on May 5, 2003, management was authorised to purchase, on behalf of the
Company, our shares at a price of not more than € 2.00 per share, up to a maximum purchase total of € 211 million. Such purchases may
only be made for certain limited purposes including, without limitation, to optimize the financial situation of the Company, to increase, or control excessive fluctuations in, the liquidity of the
stock or to acquire shares for stock option attributions. This authorization, which also established a minimum resale price of € 0.50 per share is valid until
November 4, 2004.

Common
stock held by us, if any, is deemed to be outstanding under French law but is not entitled to any dividends, voting rights or preferential subscription rights.

C.2 Warrants

As part of the Financial Restructuring, we issued 290 million warrants, enabling the holders of such warrants to subscribe for 1.069 shares of our common
stock at a price of € 6.10 for every three warrants held. The warrants have a term of ten years and may be exercised between January 1996 and July 2004. The
warrants are listed on the official list of Euronext Paris S.A.

53

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C.3 Subordinated Bonds Redeemable in Shares of Common Stock

In connection with the Financial Restructuring and pursuant to the authorization granted by the extraordinary general meeting of shareholders of June 8,
1994, we issued € 152.4 million of Subordinated Bonds Redeemable in Shares of Common Stock ("Obligations Subordonnées
Remboursables en Actions", or "ORAs") in July 1994, for a total of 2,500,121 ORAs at an issue price of € 60.98 per ORA. Pursuant to various
undertakings in connection with the Financial Restructuring, EDL Holding Company acquired and presently holds approximately 99.3% of the ORAs.

The
ORAs are not listed on any securities exchange. There is no market for the ORAs in France, the United States or elsewhere, and we do not expect any market to develop.

D.    SELLING SHAREHOLDERS

Not applicable

E.    DILUTION

Not applicable.

F.     EXPENSES OF THE ISSUE

Not applicable.

ITEM 10.    ADDITIONAL INFORMATION

A.    SHARE CAPITAL

Not applicable.

B.    MEMORANDUM AND ARTICLES OF ASSOCIATION

We are asociété en commandite par actions(limited partnership) duly organised and
existing under the laws of France and registered under number 334-173-887 with theRegistre du Commerce et des
Sociétésin Meaux, France. Our legal structure consists of aGérant(the Management
Company), which is vested with management authority, anassocié commandité(the General Partner), which bears unlimited
liability for our actions, shareholders, which do not have management authority and which have limited liability and a Supervisory Board, which is elected by the shareholders and that monitors the
management of the Company. Our general purpose is to develop and operate entertainment parks such as the Disneyland Resort Paris and all other commercial activities or operations that we may see fit
to develop and operate, including on the property granted to us by the Republic of France by an agreement dated March 24, 1987 or relating to the Disneyland Resort Paris. The four primary
components of our legal structure are:



54

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B.1 The Management Company (theGérant)

Euro Disney S.A., a French corporation,is our sole manager. The "Management Company" is an indirect, wholly-owned
subsidiary of The Walt Disney Company. Under our by-laws, Euro Disney S.A. in its capacity as manager has the power to take any and all action in the name of the Company within the scope
of our corporate purpose and to bind us in all respects. Under French law, the primary responsibility of the Management Company is to manage our affairs at all times in our best interests.

If
Euro Disney S.A. ceases to be our Gérant for any reason, the General Partner, currently an indirect subsidiary of The Walt Disney Company has the exclusive right to
appoint a successor. The Management Company may resign on giving six months notice to the Supervisory Board and otherwise may only be removed from office in the following circumstances:



Under
the by-laws, the Management Company is entitled to annual fees consisting of a Base Management Fee and a Management Incentive Fee, and is also entitled to a fee payable
on the sale of hotels, each as described below. In addition, the by-laws provide that the Management Company is entitled to be reimbursed by us for all its direct and indirect expenses
incurred in fulfilling its role. No amendment may be made to the entitlement of the Management Company with respect to remuneration or reimbursement of expenses except by amendment to the
by-laws, which requires the approval of the General Partner and the shareholders as described below.

Base Management Fee

The by-laws of the Company originally provided that the Base Management Fee was equal to 3% (initially scheduled to increase to 6% in 1997) of our
total revenues, as defined, less 0.5% of net income for the relevant fiscal year. As part of the Financial Restructuring, our by-laws were amended, at an extraordinary general meeting of
the shareholders on June 8, 1994, such that the Base Management Fee will equal the following percentages of our revenues, as defined:

| |  | from October 1, 1993 to September 30, 1998: |  | 0.0 | %
|- |  | ------------------------------------------- |  | --- | -
| |  | from October 1, 1998 to September 30, 2008: |  | 1.0 | %
| |  | from October 1, 2008 to September 30, 2013: |  | 1.5 | %
| |  | from October 1, 2013 to September 30, 2018: |  | 3.0 | %
| |  | from October 1, 2018 on:                    |  | 6.0 | %

On
March 28, 2003, the Management Company agreed to renounce the Base Management Fees in relation to the last three quarters of Fiscal Year 2003 and to receive payment of these
fees for fiscal year 2004 on a year-end rather than quarterly basis.

55

---

Beginning
on October 1, 2008, the right of the Management Company to receive payment of that portion of the Base Management Fee in excess of an amount equal to 1% of revenues, as
defined, will be contingent upon our achieving a positive net consolidated income before taxes for the fiscal year to which such fee relates, after taking into account all of such remuneration, and
upon our legal ability to distribute dividends for such fiscal year. In addition, that portion of the Base Management Fee in excess of an amount equal to 3% of total revenues for any fiscal year will
not be due or payable until after certain of our indebtedness and the Phase I Financing Companies has been repaid in full, and may not exceed 40% of our consolidated after-tax profits for
such fiscal year (net of the Base Management Fee of 3%). Certain of our debt agreements also provide for deferral of the Base Management Fee under specified circumstances.

Management Incentive Fee

In connection with the Financial Restructuring, our by-laws were amended at a shareholders' extraordinary general meeting held on June 8, 1994
to provide that the Management Incentive Fee for a given fiscal year be fixed at 30% of any portion of pre-tax cash flow, as defined, in excess of 10% of the total consolidated gross fixed
assets and the Phase I Financing Companies, as defined in our by-laws, for that fiscal year. Certain of our debt agreements provide for deferral of the Management Incentive Fee under
specified circumstances. No fees have been payable to date under this agreement and management does not anticipate any liability for this fee in the near future.

Hotel Sale Fee

There is also payable to the Management Company, on the sale of any of the hotels, a fee equal to 35% of pre-tax net revenue, as defined, received by
us from any such sale. This fee was not changed by the Financial Restructuring.

B.2 The Supervisory Board

Our corporate form under French law provides a clear distinction between the management team (the Management Company), responsible for operating the Company, and
the Supervisory Board, responsible for overseeing our management. Specifically the role of the Supervisory Board is to monitor our general affairs and management of our Company in the best interest of
the shareholders, as well as to monitor the transparency and quality of the information communicated to the shareholders. Pursuant to French law, the Supervisory Board is entitled to receive the same
information and has the same rights as our statutory auditors. The Supervisory Board must present, at the annual general meeting of the shareholders, a report indicating any irregularity or
inaccuracy, if any, in the parent company and consolidated accounts.

The
members of the Supervisory Board are elected by the shareholders. The by-laws provide for a minimum of three members, each of whom must be a shareholder. Our Supervisory
Board may be convened at any time for any purpose related to our best interests, either by the chairman of our Supervisory Board, the Management Company, the General Partner, or at least
one-half of the members of our Supervisory Board. The vote of a majority (and at least two) of the members present at a meeting where one-half of the members are present
constitutes a valid action by our Supervisory Board. In the event of a tie, the chairman or our Supervisory Board has the deciding vote.

The
members of the Supervisory Board are elected for a term of 3 years, from the date of the annual general meeting of shareholders called to elect or re-elect them.
See Item 6, Section A."Directors and Senior Management".

56

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In
response to the recommendations of the Viénot Report regarding corporate governance of French companies, published in July 1995, the members of our Supervisory
Board unanimously agreed, in 1996, to adopt a Supervisory Board Member's Charter. This Charter sets forth the fundamental obligations with which all members of the Board must comply. In particular,
the text provides for several obligations that go beyond the demands of our by-laws. A member of the Supervisory Board must personally own at least 1,000 of our shares. Each Board member
has a moral obligation to dedicate sufficient time and energy to member responsibilities, and therefore, should avoid an excess of directorships that might prevent the Board member from exercising
their responsibilities under the best conditions. Each member must make a best effort to attend the annual general shareholders' meetings and Board meetings. The Supervisory Board has adopted the
principle that a part of the remuneration allocated to each member should be proportional to attendance at the Board meetings.

The
Supervisory Board must approve all contracts, agreements and transactions between us and the Management Company, as well as all agreements discussed below in Item 10,
Section B.4"The Shareholders" or any amendments thereto, and must report on such transactions at the next general meeting of shareholders following their conclusion. In addition,
the by-laws provide that the approval of the Supervisory Board is required to enable the Management Company to enter into any material agreements on our behalf with any affiliate of the
Management Company. The by-laws also provide that any employees of the Management Company or any person affiliated with the Management Company on the Supervisory Board will be disqualified
from voting on such agreements or any amendments thereto.

On
November 12, 1997, the Supervisory Board created a Financial Accounts Committee composed of three Board members to review financial reporting, internal and external audit
issues. At its January 28, 2004 meeting, the Financial Accounts Committee designated Antoine Jeancourt-Galignani as the "Committee Financial Expert". The Committee, which met four times in
fiscal year 2003, reports to the Board.

57

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On November 8, 2002, the Supervisory Board created a Nomination Committee, whose role will be to propose future candidates for approval as members of the Supervisory Board. The
Supervisory Board has not created a remuneration committee.

The
current members of our Supervisory Board are:

|Name                           |  | Position |  | Expiration of current
term of office
|------------------------------ |  | -------- |  | ------------------------------------
|Antoine Jeancourt-Galignani(1) |  | Chairman |  | 2005                                
|Sir David Paradine Frost       |  | Member   |  | 2005                                
|Philippe Labro(2)              |  | Member   |  | 2005                                
|Jens Odewald(1)                |  | Member   |  | 2006                                
|Laurence Parisot(1)            |  | Member   |  | 2006                                
|James A. Rasulo                |  | Member   |  | 2006                                
|Thomas O. Staggs(2)            |  | Member   |  | 2005                                

---

Antoine Jeancourt-Galignani, President of the Supervisory Board, was elected to the Supervisory Board in 1989. He
was appointed as Chairman in September 1995. He has presided over the Financial Accounts Committee since its founding in 1997 and is the designated financial expert of the Committee.
Antoine is currently President of the Board of Directors ofGecina.

Sir David Paradine Frostwas elected as a member of the Supervisory Board in 1999. He is currently President of David
Paradine, Ltd. and co-founder of London Weekend Television.

Philippe Labrowas elected as a member of the Supervisory Board in 1996. He was Vice-President and General Manager of RTL
France radio station. He is currently Project Director, Design and Operations of PhLCommunication SARL.

Jens Odewaldwas elected as a member of the Supervisory Board in 1989. He is currently Chairman and Managing Director of Odewald
and Compagnie GmbH.

Laurence Parisotwas elected as a member of the Supervisory Board in 2000. She is currently Chairman and Chief Executive Officer
of IFOP.

James A. Rasulowas elected as a member of the Supervisory Board on March 2003. He is currently President for Disney Parks
and Resorts worldwide as well as the Disney Cruise Line, professional sports and "Imagineers".

Thomas O. Staggs, was elected as a member of the Supervisory Board in March 2002. He is currently Senior Executive
Vice-President Finance and Chief Financial Officer of The Walt Disney Company.

58

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The
aggregate compensation paid by us to the members of the Supervisory Board during fiscal year 2003 was € 160,071. Compensation paid to each member is
proportional to attendance at meetings. In accordance with the disclosure requirements in France, we disclose in our management report the individual compensation paid to each of the members of our
Supervisory Board (see table below). The following is a complete list of positions and directorships held by each member of the Supervisory Board in French and Foreign companies:

|Members of the Supervisory Board                            |  | Other positions and directorships held in French and Foreign Companies                                                                                                                                                                                                                                                                                                                     
|----------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Antoine Jeancourt-Galignani,PresidentCompensation: € 60,980 |  | Gecina
Simco
SNA Holding (Bermuda) Ltd                                                                                                                                                                                                                                                                                                                                                     
|                                                            |  | AGF
Kaufman & Broad
SNA-Re (Bermuda) Ltd
SNA SAL, Liban
Société Générale
Total Fina Elf                                                                                                                                                                                                                                                                                                    
|                                                            |  | Fox Kids Europe NV, Pays-Bas                                                                                                                                                                                                                                                                                                                                                               
|                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                            
|Sir David Paradine FrostCompensation: € 15,245              |  | David Frost Enterprises Ltd
David Paradine Films Ltd
David Paradine Ltd
David Paradine Plays Ltd
David Paradine Productions Ltd
Discovery Productions Ltd
Glebe Music Company Ltd
Hotcourses Ltd
Newsplayer Group Plc
Paradine Co-Productions Ltd
Paradine Documentaries Ltd
Paradine Castle Communications Ltd
Rogue Trader Production Ltd
Tele-circuit Ltd
Wellbeing
West 175 Media Group
|                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                            
|Philippe LabroCompensation: € 30,490                        |  | PhL Communication S.A.R.L.                                                                                                                                                                                                                                                                                                                                                                 
|                                                            |  | Société pour l'édition radiophonique (Ediradio)                                                                                                                                                                                                                                                                                                                                            
|                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                            
|Dr Jens OdewaldCompensation: € 22,866                       |  | Odewald & Compagnie GmbH, Berlin
Odewald & Compagnie Gesellschaft für Beteiligungen GmbH, Berlin                                                                                                                                                                                                                                                                                           
|                                                            |  | Tchibo Holding AG, Hamburg                                                                                                                                                                                                                                                                                                                                                                 
|                                                            |  | Fiege Merlin Ltd, UK                                                                                                                                                                                                                                                                                                                                                                       
|                                                            |  | Tchibo Holding AG, Hamburg
Wave Management AG, Hamburg                                                                                                                                                                                                                                                                                                                                     
|                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                            
|                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                            

59

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|Laurence ParisotCompensation: € 30,490 |  | Ifop-Asecom Latin America (Argentina)
Ifop CMR (Toronto)
Ifop International SA
Ifop Participations SA
Ifop SA
Ifop Westwego (Canada)
Optimum SA                                                                                                                                                                                                                                                                                                                         | )
)
)
)
)
)
)                       |  | Chairman and Chief Executive Officer               
|-------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- |  | ---------------------------------------------------
|                                       |  | Ubi France                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                     |  | Member of the Board of Directors                   
|                                       |  | Gradiva SARL
MP3                                                                                                                                                                                                                                                                                                                                                                                                                                                        | )
)                                 |  | Gérant                                             
|                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|James RasuloCompensation: None(1)      |  | Euro Disney S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                        | )
)                                 |  | Chairman & Chief Executive Officer (until May 2003)
|                                       |  | Anaheim Angels Baseball Club, Inc
Anaheim Sport, Inc.
ARDC-Ocala 201, LLC
Character Concepts (Division of Walt Disney World Co.)
Disney Business Productions, LLC
Mighty Ducks Hockey Club, Inc.
W.D. Attractions, Inc,
Walt Disney Parks and Resorts, LLC                                                                                                                                                                                                              | )
)
)
)
)
)
)
)
)                   |  | (Until May 2003)
(Until May 2003) Chairman         
|                                       |  | Club 33
Compass Rose Corporation
DCSR, Inc.
Disney Entertainment Productions
Disneyland, Inc.
Disney Magic Corporation
Disney Regional Entertainment, Inc.
Disney Wonder Corporation
DSM International, Inc.
Euro Disney Corporation
Magic Kingdom, Inc.
Vista Title Insurance Agency, Inc.
Walt Disney Entertainment
Walt Disney Imagineering Research & Development, Inc.
Walt Disney Parks and Resorts Online
Walt Disney Touring Productions
WCO Parent Corporation | )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
) |  | President/Director                                 
|                                       |  | WCO Land Corporation
WCO Leisure, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                  | )
)                                 |  | Vice-President & Director                          
|                                       |  | Disney Worldwide Services, Inc                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |  | Senior Vice-President                              
|                                       |  | BVCC, Inc.
Disney Incorporated
Disneyland International
Walt Disney Travel Co., Inc.
Walt Disney World Co.
Walt Disney World Hospitality & Recreation Corporation
WCO Hotels, Inc.                                                                                                                                                                                                                                                                                      | )
)
)
)
)
)
)
)                     |  | Director                                           
|                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                     |  |                                                    

60

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|Thomas O. StaggsCompensation: None |  | Disney Enterprises, Inc.                                                                                                                                             | )
)         |  | Senior Executive Vice-President and Chief Financial Officer                                                  
|---------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- |  | -------------------------------------------------------------------------------------------------------------
|                                   |  | The Walt Disney Company                                                                                                                                              | )
)
)
)     |  | Senior Executive Vice-President and Chief Financial Officer
Chairman, Investment and Administrative Committee
|                                   |  | Anaheim Angels Baseball Club, Inc.
ABC, Inc.
ABC News Online Investments, Inc.
Disney Media Ventures, Inc.
Disney TeleVentures, Inc.
Disney Worldwide Services, Inc. | )
)
)
)
)
) |  | (until May 2003) Vice-President/Executive Vice-
President                                                    
|                                   |  | Allemand Subsidiary, Inc.
B.V. Film Finance Co. II
Steamboat Ventures, LLC                                                                                           | )
)
)       |  | Director                                                                                                     
|                                   |  | EDL Holding Company
EDL S.N.C. Corporation
Euro Disney Investments, Inc.
WDW Services II, Inc.                                                                       | )
)
)
)     |  | Chairman/President and Director                                                                              
|                                   |  | Fox Kids Europe N.V.
Larkspur International Sales, Inc.
WDT Services, Inc.
WDWH&R Services, Inc.                                                                     | )
)
)
)     |  | President/Chairman                                                                                           
|                                   |  | ABC Family Worldwide, Inc.                                                                                                                                           |             |  | Chief Financial Officer                                                                                      

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B.3 The General Partner

The General Partner has unlimited liability for all of our debts and liabilities.

Our
General Partner is EDL Participations S.A. ("EDL Participations"), a French corporation that is a 99.8%-owned subsidiary of EDL Holding Company, an indirect wholly-owned subsidiary
of The Walt Disney Company. EDL Participations cannot be removed as General Partner without its consent and cannot dispose of any part of its interest as General Partner without the approval of a vote
of holders of a simple majority of shares of common stock represented at a general shareholders' meeting. A unanimous vote of the shareholders is required to approve a transfer of EDL Participations'
entire interest.

Except
with regard to the election or removal of members of the Supervisory Board by the shareholders, a resolution may only be adopted by the shareholders in a general meeting with the
prior approval of the General Partner. The General Partner is entitled to a distribution each year equal to 0.5% of the Company's net after-tax profits (after deduction of losses carried
forward).

B.4 The Shareholders

Shareholders have the right to attend general meetings and vote in person, by proxy or by mail. Each shareholder is entitled to cast one vote for each share of
common stock held.

The
following matters require a resolution passed by the holders of a simple majority of the shares of common stock (together with any approval required of the General Partner, as
described above):



A
resolution passed by holders of a two-thirds majority of the shares of common stock (together with any approval required of the General Partner, as described above) is
required to approve any amendment to the by-laws, including any increase or reduction of the equity capital of the Company, any merger or spin-off or any conversion to another
form of corporate organisation. Our shareholders must vote unanimously to increase their liabilities as shareholders. Shareholders, as such, have no liability for our debts. For information regarding
rights to dividends, see Item 8, Section A."Dividends".

Any
resolution submitted for the vote of the shareholders at an ordinary or extraordinary meeting may be passed only with the prior approval of the resolution by the General Partner,
except for those relating to the election, resignation or dismissal of the members of the supervisory Board.

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Both
ordinary and extraordinary general meetings of shareholders may be called by the Management Company. At least 30 days before the date set for any meeting, preliminary notice
is given to shareholders by publication in France in theBulletin des Annonces Légales Obligatoires(the "BALO"). Within 10 days
after such publication, holders of a minimum percentage of shares (determined on the bases of a formula related to capitalization) may propose resolutions to be voted on at such meeting. Unless
otherwise set forth in the preliminary notice, at least 15 days before the date set for the meeting, (i) all shareholders are notified of the date and place thereof by publication in the
BALO and any newspaper entitled to publish legal announcements in the region where our headquarters are located, and (ii) those shareholders that have held their share in "registered" form for
at least one month are notified by mail. French law also requires other notices of interest to shareholders which must be published in the BALO. United Kingdom Shareholders holding registered shares
are notified by mail at least 21 days before the date set for the meeting.

In
addition, both ordinary and extraordinary general meetings may be called by (i) the Supervisory Board, (ii) our statutory auditors or (iii) an agent appointed by
a court at the request of either the holder or holders of shares representing 5% or more of our registered capital or any interested party in cases of urgency. The person or persons calling a meeting
must set forth, in the notice of meeting, the matters to be considered at such meeting.

Attendance
and exercise of voting rights at ordinary meetings and extraordinary general meetings are subject to certain conditions. A holder of registered shares must have its shares
registered in its name in a shareholder account maintained by us or on our behalf at least five days prior to the meeting. Similarly, at least five days before the meeting, a holder of bearer shares
must produce a certificate evidencing the holding of shares until the time fixed for the meeting.

B.5 Ownership Levels Exceeding Certain Percentages

Our by-laws provide that any person or entity, acting alone or in concert with others, who holds or ceases to hold, directly or indirectly, a portion
of the share capital (or voting rights, if the number of shares does not correspond to the number of voting rights) equal to, or greater than, 2% or a multiple of such portion, must notify us by
certified mail, return receipt requested, within fifteen days from the day any of such thresholds is crossed, the total number of shares and voting rights it owns directly and in concert, as well as
the number of securities granting access in the future to the capital of the Company and the voting rights potentially attached thereto.

Any
person or entity that fails to comply with such notification requirements, upon the request, recorded in the minutes of the shareholders' meeting, of one or more shareholders holding
at least 2% of its share capital made at the general shareholders' meeting, will be deprived of voting rights with respect to the shares in excess of the relevant threshold for all shareholders'
meetings until expiration of the time-period provided for by applicable law or regulation following the date of notification.

C.    MATERIAL CONTRACTS

See discussion above in Item 4, Section A.6 "Significant Operating Contracts".

D.    EXCHANGE CONTROLS

Acquisitions and disposals of shares of common stock and/or other rights to shares of common stock (except for the acquisition of shares of common stock
representing a controlling interest) and ORAs and the payment of dividends by the Company may, under regulations in force at the date hereof, be effected without exchange control restrictions in
France. In addition, there is no limitation on the right of non-French residents or non-French shareholders to hold or vote common stock of a French company. The remittance of
all dividends to foreign shareholders must be effected through a French bank or other licensed financial intermediary.

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A
declaration must be filed, upon realization of the investment, with the French authorities for the acquisition, by any non-European Union person or group of persons acting
in concert, of a controlling interest (normally 20% or more of the share capital) in our Company. Prior exchange control consent is no longer required in France.

E.    TAXATION

E1. Shares

E.1.1. French Taxation

The following generally summarizes the material French tax consequences of purchasing, owning and disposing of our shares. The statements relating to French tax
laws set forth below are based on the laws in force as of the date hereof, and are subject to any changes in applicable laws and tax treaties after such date.

This
discussion is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential tax effects of the purchase, ownership or disposition
of our shares.

The
following summary does not address the treatment of shares that are held by a resident of France (except for purposes of describing related tax consequences for other holders) or in
connection with a permanent establishment or fixed base through which a holder carries on business or performs personal services in France, or by a person that owns, directly or indirectly, 5% or more
of the stock of our company.

Taxation of Dividends on Shares

In France, dividends are paid out of after-tax income. Dividends paid to non-residents normally are subject to a 25% French withholding
tax. However, non-resident holders that are entitled to and comply with the procedures for claiming benefits under an applicable tax treaty may be subject to a reduced rate (generally 15%)
of French withholding tax. If a non-resident holder establishes its entitlement to treaty benefits prior to the payment of a dividend, then French tax generally will be withheld at the
reduced rate provided under the treaty.

The
French Finance Law for 2004 includes a reform of the French tax treatment of distributions implementing a new mechanism to avoid double taxation of dividends and the elimination of
the formeravoir fiscalandprécomptemechanisms as explained below.

Avoir FiscalTax Credit

Prior to enactment of the reform, French resident shareholders were entitled to a tax credit, known as theavoir
fiscal, on dividends received from French companies. Theavoir fiscalwas equal to 50% of the dividend received for individuals
and, generally, equal to 10% of the dividend received for other investors, although the 10% rate was generally increased by 80% of any précompteactually paid in cash by the distributing
corporation.

As
a result of the reform:



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Dividends
paid to non-residents are not normally eligible for the benefit of theavoir fiscaland, from 2005 on, will not be
eligible for the Tax Credit described above. However, France has entered into tax treaties with certain countries under which qualifying residents complying with the procedures for claiming benefits
under an applicable tax treaty may be entitled to benefit from a refund of theavoir fiscal(net of applicable withholding tax), in addition to a
reduced rate of withholding tax. Certain of these treaties impose additional conditions for the entitlement of corporate entities to theavoir fiscaland under certain treaties only individual residents are entitled to theavoir fiscal.

As
a result of the French Finance Law of 2004 reform:



Précompte25% Equalization Tax

Dividends paid out of profits that have not been taxed at the ordinary corporate rate, or were earned and taxed more than five years before the distribution, are
subject to an equalization tax called theprécompte, which is payable by the distributing corporation to the French tax authorities. The précomptegenerally is equal to one-half of the amount of the dividend paid to shareholders prior to deduction of withholding
tax. When a tax treaty does not provide for a refund of theavoir fiscal, or when a non-resident shareholder is not entitled to such a
refund but is otherwise entitled to the benefits of the tax treaty, then a qualifying shareholder may generally obtain from the French tax authorities a payment equal to 100% of the précompteactually paid in cash by the distributing corporation, net of applicable withholding tax. These rules will be applicable to
distributions made through December 31, 2004.

Distributions
made by French companies from 2005 on will no longer be subject toprécompte. However, an equalization tax
will apply to distributions made in 2005 out of profits that have not been taxed at the ordinary corporate tax rate, or which were earned and taxed more than five years before the distribution. This
equalization tax will be equal to 25% of the amount of the dividends paid to the shareholder. Unlikeprécompte, this equalization tax
will not be refundable to non-resident shareholders, as it will be refunded to the distributing corporation in three installments of one third each with respect to the three fiscal years
closed after the distribution, either as a credit against its corporate tax liability or in cash, if the corporate tax liability is insufficient to offset the entire tax credit.

Distributions
made as from 2006 will not give rise toprécompteor equalization tax liability.

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Taxation on Sale or Disposition of Shares

Subject to the more favorable provisions of a relevant tax treaty, holders that are not residents of France for tax purposes, do not hold shares in connection
with the conduct of a business or profession in France, and have not held more than 25% of our dividend rights (droits aux bénéfices
sociaux), directly or indirectly, at any time during the preceding five years, are not subject to French income tax or capital gains tax on the sale or disposition of shares.

A
1%ad valoremregistration duty (subject to a maximum of € 3,049 per transfer) applies to certain transfers of
shares in French companies. This duty does not apply to transfers of shares in listed companies that are not evidenced by a written agreement, or if any such agreement is executed outside France.

Estate and Gift Tax

France imposes estate and gift tax on shares of a French corporation that are acquired by inheritance or gift. The tax applies without regard to the tax residence
of the transferor. However, France has entered into estate and gift tax treaties with a number of countries pursuant to which, assuming certain conditions are met, residents of the treaty country may
be exempted from such tax or obtain a tax credit.

Wealth Tax

Individuals who are not residents of France for purposes of French taxation are not subject to a wealth tax (impôt de
solidarité sur la fortune) in France as a result of owning an interest in the share capital of a French corporation, provided that such ownership interest is
less than 10% of the corporation's share capital and does not enable the shareholder to exercise influence over the corporation. Double taxation treaties may provide for a more favorable tax
treatment.

E.1.2. Taxation of U.S. Investors

The following is a summary of the material French and U.S. federal income tax consequences of the purchase, ownership and disposition of our shares if you are a
holder that is a resident of the United States for purposes of the income tax convention between the United States and France (the "Treaty") and are fully eligible for benefits under the Treaty (a
"U.S. holder"). You generally will be entitled to Treaty benefits in respect of our shares if you are:



Special
rules apply to pension funds and certain other tax-exempt investors.

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This
summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular investor, and does not discuss tax considerations
that arise from rules of general application or that are generally assumed to be known by investors. In particular, the summary does not deal with shares that are not held as capital assets, and does
not address the tax treatment of holders that are subject to special rules, such as banks, insurance companies, dealers in securities or currencies, regulated investment companies, persons that elect
mark-to-market treatment, persons holding shares as a position in a synthetic security, straddle or conversion transaction, persons that own, directly or indirectly, 5% or more
of our voting stock or 10% or more of our outstanding capital and persons whose functional currency is not the U.S. dollar. The summary is based on laws, treaties, regulatory interpretations and
judicial decisions in effect on the date hereof, all of which are subject to change.

This
summary does not discuss the treatment of shares that are held in connection with a permanent establishment or fixed base through which a holder carries on business or performs
personal services in France.

You
should consult your own tax advisers regarding the tax consequences of the purchase, ownership and disposition of shares in the light of your particular circumstances, including the
effect of any state, local or other national laws.

Dividends

As discussed in more detail above the French Finance Law of 2004 includes a reform of the French tax treatment of distributions and dividends paid by French
companies to non-residents of France. Generally, non-residents of France are subject to French withholding tax at a 25% rate and are not eligible for the benefit of the avoir fiscal. In addition, as of
2005, non-residents generally will not be eligible for the benefit of the Tax Credit available to French
resident individuals, as described above.

However,
under the Treaty, you can claim the benefit of a reduced dividend withholding tax rate of 15%.

If
you are an individual U.S. holder, you will also be entitled to a payment from the French tax authorities equal to theavoir fiscalwith respect to dividends distributed in 2004 at a 50% rate, less a 15% withholding tax. Because of the 2004 French tax reform you will no longer be entitled to theavoir
fiscalrefund with respect to dividend distributions made from 2005 on. Instead, under the same conditions as for theavoir
fiscal, you may be entitled to a refund of the Tax Credit, less a 15% withholding tax. You generally will be entitled to receive a refund of theavoir
fiscalor the Tax Credit only if you are subject to U.S. federal income tax on theavoir fiscalpayment (or the Tax Credit) and
the dividend to which it relates. The refund of theavoir fiscal(or the Tax Credit) will not be made available before January 15 following the
end of the calendar year in which the dividend is paid. The French tax authorities have not yet issued any guidance with regard to the refund of the Tax Credit to non-resident individuals
and may entail compliance with cumbersome formalities.

As
a result of the 2004 French tax reform, U.S. holders that are legal entities, pension funds or other tax-exempt holders are no longer entitled to tax credit payments from
the French Treasury in respect of dividends paid from 2004.

French
withholding tax will be withheld at the 15% Treaty rate if you have established before the date of payment that you are a resident of the United States under the Treaty and, if
you are not an individual, that you are the owner of all the rights relating to the full ownership of the shares (including, but not limited to, dividend rights).

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With
respect to distributions of dividends made during 2004, U.S. holders that are not entitled to a refund of theavoir fiscal(e.g., corporations, pension funds and other tax-exempt U.S. holders) may generally obtain from the French tax authorities a refund of the
entireprécompteequalization tax (discussed under "French Taxation," above) we actually pay in cash in respect of a
dividend, less a 15% French withholding tax.

Thus,
for example, if we pay a dividend of 100 to an individual U.S. holder in 2004, the holder initially will receive 85, but will be entitled to an additional payment of 42.50,
consisting of theavoir fiscalof 50 less a 15% withholding tax. If we pay a dividend of 100 to a corporate U.S. holder, such U.S. holder will receive
85, and will not be entitled to anyavoir fiscal; in the event that the dividend distribution triggers payment by us of the précompte, such U.S.
holder generally may also obtain from the French tax authorities a refund of the précomptethat we pay in cash, less a 15% withholding tax.

The
gross amount of dividend,avoir fiscal(or Tax Credit) andprécomptepayments that you receive (prior to deduction of French withholding tax) generally will be subject to U.S. federal income taxation as foreign source dividend income. Subject to certain exceptions for
positions that are hedged or held for less than 61 days, an individual U.S. holder generally will be subject to U.S. taxation at a maximum rate of 15% in respect of dividends received after
2002 and before 2009. Such dividends will not be eligible for the dividends received deduction generally allowed to U.S. corporations. French withholding tax at the 15% Treaty rate will be treated as
a foreign income tax that, subject to generally applicable limitations under U.S. law, is eligible for credit against your U.S. federal income tax liability or, at your election, may be deducted in
computing taxable income. Foreign tax credits will not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities. You should consult your
own tax advisers concerning the implications of these rules in the light of your particular circumstances.

Dividends
paid in euro will be included in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date you receive the dividend, regardless of
whether the payment is in fact converted into U.S. dollars. If such a dividend is converted into U.S. dollars on the date of receipt, you generally should not be required to recognize foreign currency
gain or loss in respect of the dividend income.

Procedures for Claiming Treaty Benefits

In order to claim Treaty benefits, if you are an individual U.S. holder, you must complete and deliver to the French tax authorities either:



A
simplified certificate must state that:



Copies
of the simplified certificate and the application for refund are available from the U.S. Internal Revenue Service and from theCentre des
Impôts des Non-Résidents(9 rue d'Uzès, 75094 Paris Cedex 2).

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If
the certificate or application is not filed prior to a dividend payment, then holders may claim withholding tax andavoir fiscalrefunds by filing an application for refund at the latest by December 31 of the second year following the year in which the withholding tax is paid.

Theavoir fiscaland any French withholding tax refund will not be paid before January 15 following the end of the calendar year in
which the dividend is paid.

As
noted above, the French tax authorities have not yet issued any guidance with regard to the refund of the Tax Credit to non-resident individuals, and may entail compliance
with cumbersome formalities.

If
you are a U.S. holder not entitled to a refund of theavoir fiscal, in order to claim Treaty benefits (reduced withholding tax rate
and, as the case may be, refund of theprécompte), you must file French Treasury Form RF 1B EU-No. 5053 before the
end of the second year following the year in which the dividend was paid. This form, together with instructions, is available from the U.S. Internal Revenue Service or at the Centre des Impôts des
Non-Résidents(9, rue d'Uzès, 75094 Paris Cedex 2). If the form is filed prior
to the dividend payment, then the French withholding tax generally will be withheld at the reduced rate.

The
French tax authorities are expected to issue new guidelines setting out formalities to be complied with by U.S. holders that are not entitled to a refund of the avoir fiscalin order to obtain the
reduced withholding tax rate.

Capital Gains

Under the Treaty, you will not be subject to French tax on any gain derived from the sale or exchange of shares, unless the gain is effectively connected with a
permanent establishment or fixed base maintained by you in France.

For
U.S. federal income tax purposes, gain or loss you realize on the sale or other disposition of the shares will be capital gain or loss, and will be long-term capital gain
or loss if the shares were held for more than one year. The net amount of long-term capital gain recognized by an individual U.S. holder generally is subject to taxation at a maximum rate
of 20%; however, net long-term capital gain recognized by an individual U.S. holder after May 5, 2003 and before January 1, 2009 generally is subject to taxation at a maximum
rate of 15%. Your ability to offset capital losses against ordinary income is limited.

French Estate and Gift Tax

Under the estate and gift tax convention between the United States and France, a transfer of shares by gift or by reason of the death of a U.S. holder entitled to
benefits under that convention will not be subject to French gift or inheritance tax, so long as the donor or decedent was not domiciled in France at the time of the transfer, and the shares were not
used or held for use in the conduct of a business or profession through a permanent establishment or fixed base in France.

French Wealth Tax

The French wealth tax does not generally apply to shares of a U.S. Holder if the holder is a resident of the United States for purposes of the Treaty.

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U.S. Information Reporting and Backup Withholding Rules

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries are subject to
information reporting and may be subject to backup withholding unless the holder (i) is a corporation or other exempt recipient or (ii) provides a taxpayer identification number and
certifies that no loss of exemption from backup withholding has occurred. Holders that are not U.S. persons generally are not subject to information reporting or backup withholding. However, such a
holder may be required to provide a certification of its non-U.S. status in connection with payments received within the United States or through a U.S.-related financial intermediary.

E2. ORAs

The following is a summary of the material French and U.S. federal income tax consequences of the purchase, ownership and disposition of our ORAs if you are a
holder that is a resident of the United States for purposes of the income tax convention between the United States and France (the "Treaty") and are fully eligible for benefits under the Treaty (a
"U.S. holder"). You generally will be entitled to Treaty benefits in respect of our ORAs if you are:



Special
rules apply to pension funds and certain other tax-exempt investors.

This
summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular investor, and does not discuss tax considerations
that arise from rules of general application or that are generally assumed to be known by investors. In particular, the summary does not deal with ORAs that are not held as capital assets, and does
not address the tax treatment of holders that are subject to special rules, such as banks, insurance companies, dealers in securities or currencies, regulated investment companies, persons that elect
mark-to-market treatment, persons holding shares as a position in a synthetic security, straddle or conversion transaction, persons that own, directly or indirectly, 5% or more
of our voting stock or 10% or more of our outstanding capital and persons whose functional currency is not the U.S. dollar. The summary is based on laws, treaties, regulatory interpretations and
judicial decisions in effect on the date hereof, all of which are subject to change.

This
summary does not discuss the treatment of ORAs that are held in connection with a permanent establishment or fixed base through which a holder carries on business or performs
personal services in France.

You
should consult your own tax advisers regarding the tax consequences of the purchase, ownership and disposition of ORAs in the light of your particular circumstances, including the
effect of any state, local or other national laws.

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E.2.1French Tax Considerations

Taxation of Coupon Payments

Coupon payments on the ORAs made to a U.S. holder will be exempt from French income or withholding tax, provided that the ORAs are not attributable either to a
permanent establishment situated in France through which the U.S. holder carries on business or to any fixed base situated in France from which the U.S. holder performs independent personal services
in France.

Taxation of Capital Gains

A disposition of the ORAs by a U.S. holder, including the repayment of the principal of the ORAs in shares of common stock, generally will not be subject to
French capital gains tax. However, such a disposition may in certain circumstances be subject to French capital gains tax if the ORAs form part of the business property of a permanent establishment
situated in France or pertain to a fixed base in France available to the U.S. holder.

Stamp Duty

Holders of ORAs who are not residents of France for French tax purposes generally will be exempt from French stamp duty.

E.2.2United States Tax Considerations

Characterization of ORAs

In the opinion of U.S. counsel to the Company, Cleary, Gottlieb, Steen & Hamilton, the ORAs will constitute equity of the Company for U.S. federal income
tax purposes. However, an opinion of counsel is not binding upon the Internal Revenue Service, which may seek to analyse the ORAs as debt or in some other manner that is unfavourable to holders of the
ORAs. The remainder of the discussion under "United States Tax Considerations" assumes that the ORAs will be treated as an equity interest in the Company.

Treatment of Coupon Payments

The coupon payments of the ORAs will be treated as foreign source dividend income to a U.S. holder in the year received to the extent paid out of the Company's
current or accumulated earnings and profits, as determined for U.S. tax purposes. Such dividends will not be eligible for the dividends received deduction allowed with respect to certain dividends
paid by domestic corporations. Amounts paid in euros will be includible in the income of such a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day
they are received by the holder. If the U.S. holder converts the euros into dollars on the day it receives them, it generally will not be required to recognise foreign currency gain or loss in respect
of such dividend income.

Treatment of Capital Gains

For U.S. federal income tax purposes, gain or loss realised by you on the sale or disposition of ORAs will be capital gain or loss, and will be
long-term capital gain or loss if the ORAs were held for more than one year. The net amount of long-term capital gain realised by an individual generally is subject to taxation
at a maximum rate of 20%; however, net long-term capital gain recognized by an individual U.S. holder after May 5, 2003 and before January 1, 2009 generally is subject to
taxation at a maximum rate of 15%. Your ability to offset capital losses against ordinary income is limited. Any such gain generally would be treated as income arising from sources within the United
States; any such loss would generally be allocated against U.S. source income. Your ability to offset capital losses against ordinary income is subject to limitations.

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F.     DIVIDENDS AND PAYING AGENTS

Not applicable.

G.    STATEMENTS BY EXPERTS

Not applicable.

H.    DOCUMENTS ON DISPLAY

We file reports, including annual reports on Form 20-F, with the Securities and Exchange Commission pursuant to the rules and regulations of
the SEC that apply to us. You may read and copy any materials filed with the SEC at its public reference rooms in Washington, D.C., at 450 Fifth Street, N.W., Washington, D.C. 20549 and in Chicago, at
500 West Madison Street, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Any filings we make
electronically will be available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also review documents included as exhibits to this
and previous filings at our corporate headquarters, Immeubles Administratifs, Route Nationale 34, Chessy, Seine-et-Marne.

I.     SUBSIDIARY INFORMATION

Not applicable.

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of changes in interest and foreign currency exchange rates. In the normal course of business, we employ established policies and
procedures to manage our exposure to changes in interest and foreign currency exchange rates, primarily by using swaps and forward rate agreements. It is our policy to enter into interest and foreign
currency rate transactions only to the extent considered necessary to meet our objectives. We do not enter into interest and foreign currency rate transactions for speculative purposes.

We
have significant variable rate short-term investments, long-term receivables and debt. We also have interest rate risk associated with lease obligations, as
amounts due under these contracts are tied to variable interest rates. With respect to these interest rate sensitive instruments and obligations, a hypothetical 10% increase in interest rates, as of
September 30, 2003 and 2002, would have a € 0.4 million and € 0.6 million, respectively, unfavourable impact on our
near-term annual cash flows. This amount excludes the positive cash flow impact such a change in interest rates would have on short-term investment income.

The
Group's exposure to foreign currency risk relates primarily from British pound denominated sales and U.S. dollar denominated exposures. The Group primarily utilizes foreign exchange
forward contracts to hedge these risks. With respect to these foreign exchange rate sensitive instruments, a hypothetical 10% adverse change in the U.S. dollar and British pound exchange rates
(correlation between currencies is not taken into account) as of September 30, 2003 and 2002 would have resulted in a € 6.9 million and
€ 5.2 million decrease in their market value, respectively. No amount of this decrease would have impacted earnings since the loss on these instruments would have
been offset by an equal gain on the underlying exposure being hedged.

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

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PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable

ITEM 15.    CONTROLS AND PROCEDURES

We carried out an evaluation under the supervision and with the participation of our management, including the Management Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures,
including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives. Based upon our evaluation, the Chief Executive Officer and Chief Financial Officer of the Management Company concluded that, as of the end of the
period covered by this report, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under
the Exchange Act is recorded, processed, summarized and reported as and when required.

ITEM 16.    OTHER

A.    AUDIT COMMITTEE FINANCIAL EXPERT

See Item 10, Section B.2"The Supervisory Board".

B.    CODE OF ETHICS

The Group applies the "Standards of Business Conduct" required by The Walt Disney Company to its Chairman and Chief Executive Officer, the Chief Financial Officer
and the Chief Accounting Officer. These standards include guidelines on both ethical and legal business conduct. We are currently in the process of adapting this code for future application to all of
our employees. A copy of this document can be found on the TWDC internet site at www.disney.com.

C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees incurred for the Consolidated and Statutory audits of the Group were:

|                                |  | Years ended September 30,
|------------------------------- |  | -------------------------
|
|
|PricewaterhouseCoopers Audit(1) |  | 894.1                    
|Caderas Martin(2)               |  | 65.0                     
|                                |  |                          
|Total                           |  | 959.1                    
|                                |  |                          

---

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During fiscal year 2003, € 275,000 of audit-related fees were incurred in connection with financial covenant compliance related
issues.

No
other non-audit services were provided by the Statutory Auditors during the two years ended September 30, 2003.

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PART III

ITEM 17.    FINANCIAL STATEMENTS

Please see Item 19"Financial Statements and Exhibits" for a list of all financial statements filed as part of this Form 20-F.

ITEM 18.    FINANCIAL STATEMENTS

Not applicable

ITEM 19.    FINANCIAL STATEMENTS AND EXHIBITS

A.    FINANCIAL STATEMENTS

We are filing the following financial statements, together with the report of PricewaterhouseCoopers Audit related to the statements, as part of this Annual
Report:



|                                                                                            |  |                                                                                                                                                    
|------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Report of Independent Accountants                                                          
|Consolidated Statements of Income for the Years Ended September 30, 2003, 2002 and 2001    
|Consolidated Balance Sheets at September 30, 2003 and 2002                                 
|Consolidated Statements of Cash Flows for the Years Ended September 30, 2003, 2002 and 2001
|Notes to the Consolidated Financial Statements                                             
|B.    EXHIBITS                                                                             
|4.1                                                                                         |  | Letter relating to Request for Derogation dated October 17, 2003, from Euro Disney to the various creditors named therein (translation from French)
|4.2                                                                                         |  | Letter dated October 23, 2003, from the Caisse des Dépôts et Consignations (translation from French)                                               
|4.3                                                                                         |  | Letter dated October 29, 2003, from BNP Paribas (translation from French)                                                                          
|4.4                                                                                         |  | Letter dated October 31, 2003, from Crédit Agricole Indosuez (translation from French)                                                             
|4.5                                                                                         |  | Letter authorizing new line of Credit Agreement for Additional Credit Facility with TWDC dated November 3, 2003                                    
|4.6                                                                                         |  | Letter relating to Request for Derogation dated March 5, 2004, from Euro Disney to the various creditors named therein (translation from French)   
|4.7                                                                                         |  | Letter dated March 16, 2004, from the Caisse des Dépôts et Consignations (translation from French)                                                 
|4.8                                                                                         |  | E-mail dated March 19, 2004, from BNP Paribas (translation from French)                                                                            
|4.9                                                                                         |  | E-mail dated March 19, 2004, from Crédit Agricole Indosuez (translation from French)                                                               
|4.10                                                                                        |  | Letter authorizing new line of Credit Agreement for Additional Credit Facility with TWDC dated March 25, 2004.                                     
|12.1                                                                                        |  | Chairman and Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                       
|12.2                                                                                        |  | Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                    
|13.1                                                                                        |  | Chairman and Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350                                  

75

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorised.

Date:
April 1, 2004

| |  | EURO DISNEY S.C.A.
| |  | ------------------
| |  | By:               

76

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Report of Independent Accountants

To the Shareholders of Euro Disney S.C.A.:

We
have audited the accompanying consolidated balance sheets of Euro Disney S.C.A. and its subsidiaries as of September 30, 2003 and 2002, and the related consolidated statements
of income and of cash flows for each of the three fiscal years in the period ended September 30, 2003, all expressed in euros and prepared in conformity with accounting principles generally
accepted in France. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Euro Disney S.C.A. and its subsidiaries at
September 30, 2003 and 2002, and the results of their operations and their cash flows for each of the three fiscal years in the period ended September 30, 2003 in conformity with
accounting principles generally accepted in France.

Accounting
principles generally accepted in France vary in certain significant respects from accounting principles generally accepted in the United States of America. Information
relating to the nature and effect of such differences is presented in Note 27 to the consolidated financial statements.

The
accompanying consolidated financial statements have been prepared assuming the Group will continue as a going concern. We draw your attention to the significant uncertainty described
in Note 1-3, which raises substantial doubt about the Group's ability to continue as a going concern. Management's plans in regard to these matters are also described in
Note 1-3 and Note 28. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As
discussed in Note 2 to the consolidated financial statements, the Group changed its method of accounting for costs associated with major renovations effective October 1,
2002.

As
discussed in Note 2 to the consolidated financial statements, the Group changed the estimated useful lives of certain of its long-lived assets effective
October 1, 2001.

PricewaterhouseCoopers
Audit

Jean-Christophe
Georghiou

Paris,
France
November 14, 2003, except for Note 28, for which the date is March 24, 2004.

77

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EURO DISNEY S.C.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

|                                                          |  |    |  | Year ended September 30, |  
|--------------------------------------------------------- |  | -- |  | ------------------------ | -
|
|
|Revenues                                                  |  | 17 |  | 1,053.1                  |  
|Costs and Expenses                                        |  | 18 |  | (920.7                   | )
|                                                          |  |    |  |                          |  
|Income before Lease and Financial Charges                 |  |    |  | 132.4                    |  
|Lease rental expense                                      |  | 24 |  | (193.8                   | )
|Financial income                                          |  |    |  | 49.0                     |  
|Financial expense                                         |  |    |  | (55.5                    | )
|                                                          |  |    |  |                          |  
|                                                          |  |    |  | (200.3                   | )
|Income before Exceptional Items                           |  |    |  | (67.9                    | )
|Exceptional income/(loss), net                            |  | 19 |  | 11.9                     |  
|                                                          |  |    |  |                          |  
|Net Income (loss)                                         |  |    |  | (56.0                    | )
|                                                          |  |    |  |                          |  
|Average number of common shares outstanding (in millions) |  | 10 |  | 1,056                    |  
|                                                          |  |    |  |                          |  
|Earnings per Share and Diluted Earnings per Share (€)     |  | 2  |  | (0.05                    | )
|                                                          |  |    |  |                          |  

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EURO DISNEY S.C.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

|                                           |       |    |   | September 30,
|------------------------------------------ | ----- | -- | - | -------------
|
|
|Fixed Assets                               |       |    |   |              
|Intangible assets                          |       |    |   | 57.6         
|Tangible assets                            |       | 3  |   | 928.0        
|Financial Assets                           |       | 4  |   | 1,332.2      
|                                           |       |    |   |              
|                                           |       |    |   | 2,317.8      
|Current Assets                             |       |    |   |              
|Inventories                                |       | 5  |   | 41.8         
|Accounts receivable:                       |       |    |   |              
|                                           | Trade |    | 6 |              
|                                           | Other |    | 7 |              
|Short-term investments                     |       | 8  |   | 34.9         
|Cash                                       |       |    |   | 11.2         
|                                           |       |    |   |              
|                                           |       |    |   | 210.7        
|Deferred Charges                           |       | 9  |   | 55.1         
|                                           |       |    |   |              
|Total Assets                               |       |    |   | 2,583.6      
|                                           |       |    |   |              
|Shareholders' Equity                       |       |    |   |              
|Share capital                              |       | 10 |   | 802.5        
|Share premium                              |       | 10 |   | 291.4        
|Retained earnings                          |       | 10 |   | (9.5         
|                                           |       |    |   |              
|                                           |       |    |   | 1,084.4      
|Quasi-Equity                               |       | 11 |   | 152.8        
|Provisions for Risks and Charges           |       | 12 |   | 120.1        
|Borrowings                                 |       | 13 |   | 867.5        
|Current Liabilities                        |       |    |   |              
|Payable to related companies               |       | 14 |   | 56.9         
|Accounts payable and accrued liabilities   |       | 15 |   | 214.3        
|                                           |       |    |   |              
|                                           |       |    |   | 271.2        
|Deferred Revenues                          |       | 16 |   | 87.6         
|                                           |       |    |   |              
|Total Shareholders' Equity and Liabilities |       |    |   | 2,583.6      
|                                           |       |    |   |              

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EURO DISNEY S.C.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                        |                                                             |    |    | Year ended September 30, |     
|------------------------------------------------------- | ----------------------------------------------------------- | -- | -- | ------------------------ | ----
|
|
|Net Income (loss)                                       |                                                             |    |    | (56.0                    | )   
|Operating Items Not Requiring Cash Outlays:             |                                                             |    |    |                          |     
|                                                        | Depreciation and amortization                               |    | 18 |                          | 65.6
|                                                        | Loan repayments received from Financing Companies and Other |    |    |                          | 41.5
|Changes in:                                             |                                                             |    |    |                          |     
|                                                        | Receivables                                                 |    |    |                          | 48.6
|                                                        | Inventories                                                 |    |    |                          | (3.1
|                                                        | Payables and other accrued liabilities                      |    |    |                          | (8.5
|                                                        |                                                             |    |    |                          |     
|Cash Flows from Operating Activities                    |                                                             |    |    | 88.1                     |     
|                                                        |                                                             |    |    |                          |     
|Proceeds from the sale of fixed assets                  |                                                             |    |    | 45.4                     |     
|Capital expenditures for tangible and intangible assets |                                                             | 3  |    | (72.9                    | )   
|Increase in deferred charges                            |                                                             |    |    |                         |     
|Other                                                   |                                                             |    |    | (1.3                     | )   
|                                                        |                                                             |    |    |                          |     
|Cash Flows used in Investing Activities                 |                                                             |    |    | (28.8                    | )   
|                                                        |                                                             |    |    |                          |     
|Proceeds from new borrowings                            |                                                             | 13 |    | 40.0                     |     
|Repayments and repurchases of borrowings                |                                                             | 13 |    | (15.0                    | )   
|(Increase)/Decrease in debt security deposits           |                                                             |    |    | (59.6                    | )   
|                                                        |                                                             |    |    |                          |     
|Cash Flows used in Financing Activities                 |                                                             |    |    | (34.6                    | )   
|                                                        |                                                             |    |    |                          |     
|Change in cash and cash equivalents                     |                                                             |    |    | 24.7                     |     
|Cash and cash equivalents, beginning of period          |                                                             |    |    | 21.3                     |     
|                                                        |                                                             |    |    |                          |     
|Cash and Cash Equivalents, end of period                |                                                             |    |    | 46.0                     |     
|                                                        |                                                             |    |    |                          |     
|Supplemental Cash Flow Information:                     |                                                             |    |    |                          |     
|Interest paid                                           |                                                             |    |    | 20.3                     |     
|Lease rental expense paid, net                          |                                                             |    |    | 95.0                     |     
|                                                        |                                                             |    |    |                          |     

|                                                            |  |  |  | September 30, |  
|----------------------------------------------------------- |  |  |  | ------------- | -
|
|Reconciliation to Balance Sheet:                            |  |  |  |               |  
|Cash                                                        |  |  |  | 11.2          |  
|Short-term investments                                      |  |  |  | 34.9          |  
|Bank overdrafts (recorded in accounts payable and accruals) |  |  |  | (0.1          | )
|                                                            |  |  |  |               |  
|Cash and Cash Equivalents, end of period                    |  |  |  | 46.0          |  
|                                                            |  |  |  |               |  

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1      DESCRIPTION OF THE BUSINESS AND THE FINANCIAL NEGOTIATIONS

1-1 Description of the Business

Euro Disney S.C.A. (the "Company") and its wholly-owned subsidiaries (collectively, the "Group") commenced operations with the official opening of the Disneyland
Resort Paris on April 12, 1992 ("Opening Day"). The Group operates the Disneyland Resort Paris, which includes two theme parks (collectively, the "Theme Parks"), Disneyland Park and Walt Disney
Studios Park, which opened to the public on March 16, 2002, seven themed hotels, two convention centres, the Disney Village entertainment centre and a golf course in
Marne-la-Vallée, France. In addition, the Group manages the real estate development and expansion of the related infrastructure of the property.

The
Company, a publicly held French company, is 39% owned by indirect, wholly-owned subsidiaries of The Walt Disney Company ("TWDC") and managed by Euro Disney S.A. (the Company's Gérant), an
indirect, 99%-owned subsidiary of TWDC. The General Partner is EDL Participations S.A., also an indirect, wholly-owned
subsidiary of TWDC. Entities included in the fiscal year 2003 consolidated financial statements and their primary operating activities are as follows:

|Company                            |  | % of Control
and Ownership |  | Primary Operating Activity                                                                                                               
|---------------------------------- |  | -------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|Euro Disney S.C.A.                 |  | Parent                     |  | Operator of the Theme Parks, Disneyland Hotel, Davy Crockett Ranch and golf course, and manager of real estate development               
|EDL Hôtels S.C.A.                  |  | 99.9                       |  | Operator of 5 of our 7 themed hotels plus the Disney Village, collectively, the Phase IB Facilities (see terms defined below)            
|EDL Services S.A.                  |  | 99.8                       |  | Management company of the Phase IB Financing Companies (see terms defined below)                                                         
|EDL Hôtels Participations S.A.     |  | 99.9                       |  | General Partner of EDL Hôtels S.C.A., ED Resort S.C.A. and ED Resort Services S.C.A.                                                     
|Euro Disney Vacances S.A.          |  | 99.9                       |  | Tour operator selling Disneyland Resort Paris holiday packages, principally to guests from Germany, Benelux, the United Kingdom and Italy
|Euro Disney Vacaciones S.A.        |  | 99.9                       |  | Spanish subsidiary of Euro Disney Vacances S.A. (company currently inactive)                                                             
|Val d'Europe Promotion S.A.        |  | 99.8                       |  | Real estate developer                                                                                                                    
|S.E.T.E.M.O. Imagineering S.A.R.L. |  | 100.0                      |  | Provides studies and supervision of construction for theme parks attractions                                                             
|ED Spectacles S.A.R.L.             |  | 100.0                      |  | Operator of Buffalo Bill's Wild West Show                                                                                                
|Débit de Tabac S.N.C.              |  | 100.0                      |  | Tobacco retailer at Disney Village                                                                                                       
|Convergence Achats S.A.R.L.        |  | 50.0                       |  | Joint venture created with Groupe Flo to negociate food purchasing contracts                                                             
|ED Resort S.C.A.                   |  | 99.9                       |  | Company currently inactive                                                                                                               
|ED Resort Services S.C.A.          |  | 99.9                       |  | Company currently inactive                                                                                                               
|ED Finances 1 S.N.C.               |  | 100.0                      |  | Company currently inactive                                                                                                               
|ED Finances 2 S.N.C.               |  | 100.0                      |  | Company currently inactive                                                                                                               
|ED Finances 3 S.N.C.               |  | 100.0                      |  | Company currently inactive                                                                                                               
|ED Finances 4 S.N.C.               |  | 100.0                      |  | Company currently inactive                                                                                                               

81

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During
fiscal year 2003, the Group subscribed for 50% of the shares of an entity created jointly with the Pierre & Vacances Group, "Les Villages Nature du Val
d'Europe S.A.R.L.", aimed at establishing feasibility studies for a new concept in tourism, which consists of "nature villages", providing guests with a resort that focuses on relaxation,
environmental activities, sport and leisure.

1-2 Disneyland Resort Paris Financing

The Group owns Walt Disney Studios Park, the Disneyland Hotel, the Davy Crockett Ranch, the golf course, the underlying land thereof and the land on which the
five other hotels and the Disney Village entertainment centre are located and leases substantially all the remaining operating assets as follows:

Phase IA

In 1989, various agreements were signed between the Company and Euro Disneyland S.N.C. (the "Phase IA Financing Company") for the development and financing of
Disneyland Park. Pursuant to the original sale/leaseback agreement, all of the assets of Disneyland Park and the underlying land, as of Opening Day, were sold by the Company to the Phase IA Financing
Company and simultaneously leased back to the Company. In 1994, the Company cancelled its original agreement with the Phase IA Financing Company and established certain new agreements. Under this new
lease structure, the Phase IA Financing Company is leasing substantially all of Disneyland Park assets to Euro Disney Associés S.N.C. ("EDA SNC"), an indirect, wholly-owned affiliate of
TWDC, which is in turn sub-leasing those assets to the Company. The Group has no ownership interest in the Phase IA Financing Company or EDA SNC.

Phase IB

In 1991, various agreements were signed for the development and financing of five hotels: Hotel New York, Newport Bay Club, Sequoia Lodge, Hotel Cheyenne and
Hotel Santa Fe, and the Disney Village entertainment centre (collectively, the "Phase IB Facilities"). Pursuant to sale/leaseback agreements, the Phase IB Facilities were sold by the Company to six
special purpose companies that were established for the financing of Phase IB (the "Phase IB Financing Companies") and are being leased back to the operator, EDL Hôtels S.C.A. The Group
has no ownership interest in the Phase IB Financing Companies.

Hereafter,
reference to the "Phase I SNCs" includes the Phase IA Financing Company and the Phase IB Financing Companies.

Additional Capacity Disneyland Park Assets

In 1994, the Company entered into a sale/leaseback agreement with EDA SNC for certain Disneyland Park assets which were constructed subsequent to Opening Day.
Pursuant to this agreement, these assets were sold by the Company and the Phase IA Financing Company to EDA SNC and are being leased back to the Company.

Newport Bay Club Convention Centre

In 1996, various agreements were signed with Centre de Congrès Newport S.A.S., an indirect, wholly-owned affiliate of TWDC for the development and
financing of a second convention centre located adjacent to the Newport Bay Club hotel. Pursuant to sale/leaseback agreements, the assets of the Newport Bay Club Convention Centre were sold as they
were constructed by EDL Hôtels S.C.A. to Centre de Congrès Newport S.A.S. and are leased back to the operator, EDL Hôtels S.C.A.

82

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Hereafter,
reference to the "Financing Companies" includes the Phase IA Financing Company, the Phase IB Financing Companies, EDA SNC and Centre de Congrès Newport S.A.S.

1-3 Financial Negotiations

On November 3, 2003, the Group obtained waivers from its lenders, effective through March 31, 2004, with respect to certain financial covenants and
other obligations, including a reduction in certain security deposit requirements. The waivers are subject to compliance with certain conditions which are under the control of the Group. The purpose
of this agreement is to give management, the lenders and TWDC time to find resolution regarding the Group's financial situation. Absent such a timely resolution, the waivers would expire and
management believes the Group would then be unable to meet all of its debt obligations.

In
addition, TWDC agreed to provide the Group a new € 45 million subordinated credit facility, which can be drawn upon through March 31, 2004,
but only after the existing € 167.7 million standby facility provided by TWDC is fully drawn. If amounts were drawn, repayment would be subject to the Group's
meeting certain financial thresholds or to the prior repayment of all of the Group's existing debt to its lenders. The agreement has limitations on the Group's ability to draw funds if the Resort were
to suffer the material effects of a natural disaster or other calamity.

The
Group's management believes that the waivers will allow time for the parties to develop a mutually acceptable resolution to the Group's future financing needs. Also see
Note 28"Subsequent Event."

2      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The Group's consolidated financial statements are prepared in conformity with French accounting rules and regulations in accordance with the Règlement
no 99-02 of the Comité de la Réglementation Comptable(CRC-French Regulatory Board).

The
Group, in preparing the consolidated financial statements has used the going-concern assumption based on management's belief that it is in the best interest of all stakeholders,
including its lenders and TWDC, to successfully resolve the Group's financial situation. This resolution would likely include modifying the Group's existing obligations and obtaining additional
financing. If the principle of going concern had not been assumed, it would likely have had a significant impact on the valuation of assets and liabilities as of September 30, 2003.

Principles of Consolidation and Use of Estimates

The Group's consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts presented in the financial statements and footnotes
thereto. Actual results could differ from those estimates. Certain reclassifications to the 2002 and 2001 comparative amounts have been made to conform to the 2003 presentation.

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Accounting Changes

The new accounting standard relating to liabilities(Règlement CRC no 2000-06 dated
December 7, 2000)became effective October 1, 2002. As a result, the Group adopted a new accounting policy in accordance with the transition rules of the Comité de la
Réglementation Comptable 2002-10related to major renovation expenditures. Under this new policy,
the costs of major fixed asset renovations are no longer capitalised and amortized over five years, but are instead accrued in advance on a straight-line basis as operating expense during
the period between planned renovations. The retroactive impact of this change was recorded as a charge to equity on October 1, 2002 in the amount of
€ 104.4 million. As a result of this change, fiscal year 2003 operating expenses increased by € 11.8 million, reflecting a
€ 20.0 million increase in the provision for major renovations, offset by reduced amortization expenses of € 8.2 million related
to renovation expenditures deferred in the past but which were charged against retained earnings.

Revenue Recognition

The Group has revenue recognition policies for its operating segments, which are appropriate to the circumstances of each business or revenue flow. The Group
records revenues for the Resort Segment as the related service is provided to guests. In addition, the Resort Segment includes revenues associated with long-term sponsorship contracts,
which are recognized pro-rata over the term of the contracts. In the Real Estate Development Segment, revenue is recognised on land sales upon closing of each transaction, while revenues
related to service contracts and ground leases are recognized when the service is rendered.

Leased Assets

The Group leases a significant portion of its operating assets. Pursuant to options available under French accounting principles, the Group accounts for these
transactions as operating leases.

Fixed Assets

Intangible assets consist of software costs, licensee rights and film production costs for theme park attractions and are carried at cost. Amortization is
computed on the straight-line method over periods ranging from two to twenty years. Tangible assets are carried at cost. Depreciation is computed on the straight-line method
based upon estimated useful lives, as follows:

|                                                          |  | Estimated useful lives
|--------------------------------------------------------- |  | ----------------------
|Secondary infrastructure                                  |  | 40 years              
|Buildings                                                 |  | 10 to 40 years        
|Leasehold improvements, furniture, fixtures and equipment |  | 2 to 25 years         

Interest
costs incurred for the construction of fixed assets and the acquisition and development of land are capitalised using the weighted average interest rate on the Group's
borrowings. Projects under development are capitalised at the point technical and economic feasibility has been established.

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Effective
October 1, 2001, the Group revised the estimated useful lives of certain long-lived assets in the secondary infrastructure and buildings categories. This
revision was based upon a full review of the existing asset base in light of the operating experience to date of the Group and the intended use of the asset. Management believes the revised estimated
useful lives more appropriately reflect its financial results by allocating the costs of these assets over a useful life that more closely conforms to their intended use and with practices prevalent
in the industry. These changes impacted depreciation expense prospectively and had the impact of decreasing both fiscal year 2002 and 2003 depreciation expense by approximately
€ 5.7 million.

Inventories

Inventories are stated at the lower of cost or market value, with cost determined on a weighted-average cost basis.

Income Taxes

The Group files a consolidated tax return. The Group provides for deferred income taxes on temporary differences between financial and tax reporting. The Group
uses the liability method under which deferred taxes are calculated applying currently enacted tax rates expected to be in effect when the temporary differences will reverse.

Debt Issue Costs

Direct costs of the issuance of debt are capitalised and amortized on a straight-line basis over the life of the related debt. Upon repurchase and/or
retirement of debt, a pro rata amount of the unamortized issue costs is expensed and included as part of the gain or loss resulting from the transaction.

Pension and Retirement Benefits

Contributions to state funded retirement plans and the Group's supplemental defined contribution pension plan are expensed as incurred and no future commitments
exist with respect to these plans. Retirement indemnities paid under the Group's collective bargaining agreement are expensed as paid. The future commitment with respect to these indemnities is
disclosed in Note 25.

Risk Management Contracts

In the normal course of business, the Group employs a variety of off-balance-sheet financial instruments to manage its exposure to fluctuations in
interest and foreign currency exchange rates, including interest rate and cross-currency swap agreements, forward, and option contracts. The Group designates and assigns the financial instruments as
hedges for specific assets, liabilities or anticipated transactions. When hedged assets or liabilities are sold or extinguished or the anticipated transactions being hedged are no longer expected to
occur, the Group recognizes the gain or loss on the designated hedging financial instruments. The Group accrues the differential for interest rate and cross-currency swaps to be paid or received under
the agreements and shifts in exchange rates as interest income or expense over the lives of the swaps. Gains and losses on the termination of swap agreements, prior to their original maturity, are
deferred and amortized over the remaining original term of the instruments. Gains and losses arising from foreign currency forward and option contracts are recognised as offsets of gains and losses
resulting from the items being hedged.

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Foreign Currency Transactions

Transactions denominated in foreign currencies are recorded in euros at the exchange rate prevailing at the month-end prior to the transaction date.
Assets and liabilities denominated in foreign currencies are stated at their equivalent value in euros at the exchange rate prevailing as of the balance sheet date. Net exchange gains or losses
resulting from the translation of assets and liabilities in foreign currencies at the balance sheet date are deferred as translation adjustments. Provision is made for all unrealized exchange losses
to the extent not hedged.

Operating Subsidies

Operating subsidies are recorded as operating income at the point the amount is contractually due and definitive.

Earnings per Share and Diluted Earnings per Share

Earnings per share and diluted earnings per share of common stock are computed on the basis of the weighted average number of shares outstanding during the fiscal
year. Diluted earnings per share excludes all potential shares that could be created by outstanding instruments to issue future shares of common stock as their effect on the calculation is
anti-dilutive.

Statement of Cash Flows

The statement of cash flows measures changes in cash and cash equivalents. Cash and cash equivalents consist of cash on hand and short-term
investments with original maturities of three months or less. Short-term investments are stated at the lower of cost or market value.

Recent Accounting Pronouncement

Pursuant to the provisions of the Financial Security Law (Loi de Sécurité
Financière)enacted in France on August 2, 2003, certain special purpose entities controlled by the Group may have to be consolidated even in the absence
of direct investment in the entities. This new law will be first applicable to the Group in fiscal year 2004. Management is currently in the process of analysing the potential impact of this change on
the Group's consolidation with respect to the currently unconsolidated Financing Companies.

3      TANGIBLE ASSETS

|(€ in millions)                                           |  | Sept. 30,
2002 |   | Additions |   | Deductions |   | Transfers/
Adjustments |   | Sept. 30,
2003 |  
|--------------------------------------------------------- |  | -------------- | - | --------- | - | ---------- | - | ---------------------- | - | -------------- | -
|Land and secondary infrastructure                         |  | 352.7          |   | 0.3       |   | (9.1       | ) | 2.0                    |   | 345.9          |  
|Buildings                                                 |  | 571.1          |   | 0.1       |   | (38.3      | ) | 10.3                   |   | 543.2          |  
|Leasehold improvements, furniture, fixtures and equipment |  | 395.6          |   | 0.4       |   | (13.2      | ) | 10.9                   |   | 393.7          |  
|Construction in progress                                  |  | 35.1           |   | 23.5      |   | (0.7       | ) | (35.9                  | ) | 22.0           |  
|                                                          |  |                |   |           |   |            |   |                        |   |                |  
|Sub-total                                                 |  | 1,354.5        |   | 24.3      |   | (61.3      | ) | (12.7                  | ) | 1,304.8        |  
|Accumulated depreciation                                  |  | (350.2         | ) | (53.4     | ) | 26.7       |   | 0.1                    |   | (376.8         | )
|                                                          |  |                |   |           |   |            |   |                        |   |                |  
|                                                          |  | 1,004.3        |   |           |   |            |   |                        |   | 928.0          |  
|                                                          |  |                |   |           |   |            |   |                        |   |                |  

86

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Fixed
assets with a net book value of approximately € 300 million at September 30, 2003, are either mortgaged or pledged as security under loan
agreements including the Disneyland Hotel and the Davy Crockett Ranch. In fiscal years 2003 and 2002, interest capitalised on assets during their construction period amounted to
€ 0 million and € 9.2 million, respectively.

4      FINANCIAL ASSETS

|                                                  |  | September 30,
|------------------------------------------------- |  | -------------
|
|
|Phase IA Financing Company loans receivable (a)   |  | 886.4        
|Phase IB Financing Companies loans receivable (b) |  | 346.6        
|Other (c)                                         |  | 99.2         
|                                                  |  |              
|                                                  |  | 1,332.2      
|                                                  |  |              

---

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Phase IA Financing Company loans receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |  | Pursuant to the original Disneyland Park financing agreements and the 1994 financial restructuring, the Company provided long-term subordinated loans of € 1,010.1 million to the Phase IA Financing Company.
The loans bear interest at EURIBOR. However, pursuant to the 1994 financial restructuring, the applicable interest rate on the outstanding balance has been temporarily reduced and will return to the contractual rate beginning in fiscal year 2004. In
addition, effective October 1st, 1999, the Phase IA Financing Company and the Company agreed to certain modifications of the terms of the loans, including an acceleration of the principal reimbursement schedule and a modification of
the contractual interest rate. Under the revised terms, the applicable rate is EURIBOR plus a variable margin. Accordingly, the effective rates on the loans for fiscal years 2003 and 2002 were 3.37% and 4.12%, respectively. Principal repayments
commenced in fiscal year 1998 and will continue through fiscal year 2013. Principal repayments in fiscal years 2003 and 2002 were € 40.5 million and € 31.6 million, respectively. Scheduled principal repayments in fiscal
year 2004 are € 52.3 million. Under the new lease structure established in 1994 (see Notes 1-2 and 24-1), these long-term subordinated loans are pledged as security.
|(b) |  | Phase IB Financing Companies loans receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |  | Pursuant to the original Phase IB financing agreements and the 1994 financial restructuring, EDL Hôtels S.C.A. provided long-term subordinated loans of € 390.4 million to the Phase IB Financing
Companies. The loans bear interest at a fixed rate of 6%. However, pursuant to the 1994 financial restructuring, the applicable interest rate on the outstanding balance was temporarily reduced to 4% and will return, beginning in fiscal year 2004, to
the contractual rate. Principal repayments commenced in fiscal year 1998 and are scheduled to continue through fiscal year 2016. Principal repayments in fiscal years 2003 and 2002 were € 11.6 million and € 9.5 million,
respectively. Scheduled principal repayments in fiscal year 2004 are € 14.9 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

87

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|(c) |  | Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | Other consists primarily of long-term bank guarantee deposits. In accordance with certain conditions stipulated in connection with the 1994 financial restructuring, the Group is required to maintain security deposits as
pledges for the benefit of certain lenders until all of their debt pursuant to the financing agreements has been paid and other obligations by both the lenders and the Group have been satisfied. The contractual amount of the security deposits are
currently calculated each quarter as the greater of certain amounts, including the debt service for the next six months or half debt service for the following twelve months. Effective November 3, 2003, the lenders agreed to reduce the debt
security deposit for the first two quarters of fiscal year 2004 to a fixed amount of € 60.0 million.

5      INVENTORIES

Inventories consist primarily of merchandise, food and beverage and supplies. These amounts are stated net of allowance for obsolete and slow moving items of
€ 2.5 million and € 1.9 million at September 30, 2003 and 2002, respectively.

6      TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable are due primarily from tour operators and travel agents (arising from sales of Theme Park entrance tickets, hotel and meeting rooms and
other amenities) as well as billings for participant fees. As of September 30, 2003 and 2002, the reserve for potentially uncollectible accounts was
€ 2.2 million and € 3.0 million, respectively. As of September 30, 2003 and 2002, trade receivables included
long-term receivables amounting to € 3.6 million and € 3.5 million, respectively.

7      OTHER ACCOUNTS RECEIVABLE

|      |  | September 30,
|----- |  | -------------
|
|
|VAT   |  | 27.7         
|Other |  | 18.2         
|      |  |              
|      |  | 45.9         
|      |  |              

Other
includes advance payments to vendors and miscellaneous non-trade receivables.

All
amounts are due within one year.

8      SHORT-TERM INVESTMENTS

Short-term investments consist primarily of cash equivalents such as money market instruments and certificates of deposit, carried at cost, which
approximated market value at September 30, 2003 and 2002.

88

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9      DEFERRED CHARGES

|                                                     |  | September 30,
|---------------------------------------------------- |  | -------------
|
|
|Financial contributions to public infrastructure (a) |  | 51.9         
|Other (b)                                            |  | 3.2          
|                                                     |  |              
|                                                     |  | 55.1         
|                                                     |  |              

---

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Financial contributions to public infrastructure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |  | Consist primarily of a payment of € 34.3 million made by the Group to the S.N.C.F. (Société Nationale des Chemins de Fer Français), the French national railway company, as part of its
financial commitment to the construction of the T.G.V. (high speed train) railway station located within Disneyland Resort Paris. This contribution is being amortized over a period of twenty years (beginning on the opening of the T.G.V. station in
1994). Remaining amounts relate to various financial contributions to the construction of primary infrastructure, such as roadways and water, gas and electricity distribution systems, including € 22.5 million of charges borne by the
Department of Seine-et-Marne, and for which the Group provided a guarantee. See Note 12 regarding the guarantee obligation. These amounts are being amortized over a period of twenty years. Contributions to public infrastructure are stated net of
accumulated amortization of € 33.3 million and € 29.1 million at September 30, 2003 and 2002, respectively.
|(b) |  | Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |  | As of October 1, 2002, the Group adopted new accounting rules for major renovation expenditures (See Note 2). As a result, € 27.1 million of unamortized deferred charges for major fixed asset
renovation expenditures as of September 30, 2002 were charged to equity as of October 1, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

89

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10    QUASI SHAREHOLDERS' EQUITY

|                                                    |  |           |  | (€ in millions) |  
|--------------------------------------------------- |  | --------- |  | --------------- | -
|
|Balance at September 30, 2000                       |  | 1,055,772 |  | 804.8           |  
|                                                    |  |           |  |                 |  
|Issuance of new shares                              |  | 15        |  |                |  
|Allocation to General Partner                       |  |           |  |                 |  
|Net income                                          |  |           |  |                 |  
|                                                    |  |           |  |                 |  
|Balance at September 30, 2001                       |  | 1,055,787 |  | 804.8           |  
|                                                    |  |           |  |                 |  
|Issuance of new shares                              |  | 151       |  | 0.1             |  
|Allocation to General Partner                       |  |           |  |                 |  
|Net income                                          |  |           |  |                 |  
|                                                    |  |           |  |                 |  
|Balance at September 30, 2002                       |  | 1,055,938 |  | 804.9           |  
|                                                    |  |           |  |                 |  
|Change in nominal amount per share                  |  |          |  | (2.4            | )
|Cumulative effect of change in accounting principle |  |          |  |                |  
|Net loss                                            |  |           |  |                 |  
|                                                    |  |           |  |                 |  
|Balance at September 30, 2003                       |  | 1,055,938 |  | 802.5           |  
|                                                    |  |           |  |                 |  

    Number of shares



    Share capital and share premium



    Retained earnings



As
part of the 1994 financial restructuring, the Company issued 290 million warrants, enabling the holders of such warrants to subscribe for 1.069 shares of the Company's common
stock at a price of € 6.10 for every three warrants held. The warrants have a term of ten years and may be exercised until July 2004.

11    QUASI-EQUITY

As part of the 1994 financial restructuring, the Company issued 2,500,121 bonds redeemable in shares ("ORAs") with a nominal value per bond of
€ 60.98, a coupon rate of 1% per annum and a ten-year term. Upon maturity on July 11, 2004, each ORA will be redeemable by the issuance of 10.691 shares
of the Company's common stock.

90

---

12    PROVISIONS FOR RISKS AND CHARGES

|(€ in millions)                                 |  | Sept. 30,
2002 |  | Additions |  | Reversals |   | Sept. 30,
2003
|----------------------------------------------- |  | -------------- |  | --------- |  | --------- | - | --------------
|Provisions for major fixed asset renovations(a) |  |               |  | 97.3      |  | (11.7     | ) | 85.6          
|Other provisions(b)                             |  | 35.5           |  | 6.2       |  | (7.2      | ) | 34.5          
|                                                |  |                |  |           |  |           |   |               
|                                                |  | 35.5           |  | 103.5     |  | (18.9     | ) | 120.1         
|                                                |  |                |  |           |  |           |   |               

---





13    BORROWINGS

|                                      |  | September 30,
|------------------------------------- |  | -------------
|
|
|CDC Phase I loans(a)                  |  | 168.9        
|CDC Walt Disney Studios Park loans(b) |  | 381.1        
|Phase IA credit facility(c)           |  | 114.1        
|Phase IB credit facility(d)           |  | 24.3         
|TWDC Line of Credit(e)                |  | 102.5        
|Other                                 |  | 15.5         
|                                      |  |              
|                                      |  | 806.4        
|Accrued interest                      |  | 61.1         
|                                      |  |              
|                                      |  | 867.5        
|                                      |  |              

---



91

---









Debt Covenants

The Group's debt agreements include covenants between the Group and the lenders. These covenants primarily consist of restrictions on additional indebtedness and
capital expenditures, the provision of certain financial information and compliance with certain financial ratio thresholds. In November 2003, the lenders agreed to waive, effective through
March 31, 2004, certain of these covenants (see Note 1-3). In March 2004, this waiver was extended to May 31, 2004 (see Note 28).

92

---

The
Group's borrowings at September 30, 2003 have the following scheduled maturities:

|(€ in millions)
|---------------
|2004(1)        
|2005           
|2006           
|2007           
|2008           
|Thereafter     
|               
|               
|               

---

14    PAYABLE TO RELATED COMPANIES

Payables to related companies principally include payables to the Financing Companies for rent payable pursuant to Disneyland Park and Hotel Leases (see
Note 24) and payables to wholly-owned subsidiaries of TWDC for royalties and management fees (see Note 18) and other costs associated with the operation of the Resort and with the
construction of Walt Disney Studios Park. All amounts are due within one year.

15    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

|                              |  | September 30,
|----------------------------- |  | -------------
|
|
|Suppliers                     |  | 113.8        
|Payroll and employee benefits |  | 64.5         
|VAT                           |  | 9.7          
|Other                         |  | 26.3         
|                              |  |              
|                              |  | 214.3        
|                              |  |              

As
of September 30, 2003, payable and accrued liabilities included non-current payables amounting to € 0.6 million. As of
September 30, 2002 all amounts were due within one year.

16    DEFERRED REVENUES

Deferred revenues consist primarily of pre-paid rent income received on long-term ground lease contracts with third-party developers and
participant revenues that are being recognised as income straight-line over the term of the related contract, as well as guests invoiced in advance of their visit.

93

---

The
Group's deferred revenues as of September 30, 2003 have the following scheduled revenue recognition:

|(€ in millions)
|---------------
|2004           
|2005           
|2006           
|2007           
|2008           
|Thereafter     
|               
|               
|               

17    REPORTED SEGMENTS

The Group has two reportable segments: Resort Activities, which includes the operations of the Theme Parks, Hotels and Disney Village, and Real Estate Development
Activities. The Group evaluates the performance of its segments based primarily on income before lease, net financial charges and exceptional items. The Group does not evaluate the performance of its
segments based upon their respective fixed asset values. The accounting policies of these segments are the same as those described in Note 2 "Summary of Significant Accounting Policies".

The
table below presents information about reported segments for fiscal years 2003, 2002, and 2001:

|                                                      |  | Year ended September 30, |  
|----------------------------------------------------- |  | ------------------------ | -
|
|
|Segment Revenues                                      |  |                          |  
|Resort activities                                     |  | 1,029.5                  |  
|Real estate development activities                    |  | 23.6                     |  
|                                                      |  |                          |  
|Total                                                 |  | 1,053.1                  |  
|                                                      |  |                          |  
|Segment Costs and Expenses                            |  |                          |  
|Resort activities                                     |  | (907.4                   | )
|Real estate development activities                    |  | (13.3                    | )
|                                                      |  |                          |  
|Total Costs and Expenses                              |  | (920.7                   | )
|                                                      |  |                          |  
|Segment Income before Lease and Net Financial Charges |  |                          |  
|Resort activities                                     |  | 122.1                    |  
|Real estate development activities                    |  | 10.3                     |  
|                                                      |  |                          |  
|Total Income before Lease and Net Financial Charges   |  | 132.4                    |  
|                                                      |  |                          |  

94

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18    COSTS AND EXPENSES

|                                    |  | Year ended September 30,
|----------------------------------- |  | ------------------------
|
|
|Direct operating costs(a)           |  | 645.3                   
|Marketing and sales expenses        |  | 105.2                   
|General and administrative expenses |  | 96.5                    
|Depreciation and amortization       |  | 65.6                    
|Royalties and management fees(b)    |  | 8.1                     
|                                    |  |                         
|                                    |  | 920.7                   
|                                    |  |                         

Fiscal
year 2003 costs and expenses were impacted by a change in accounting principle related to major fixed asset renovation expenditures (see Note 2).

---





In
fiscal year 1999, after a five year waiver resulting from the 1994 financial restructuring, royalties were reinstated at half their original rate and management fees were reinstated
at a reduced rate. Royalties will be fully reinstated beginning in fiscal year 2004 and management fees will progressively increase through fiscal year 2018.

On
March 28, 2003, TWDC agreed to waive royalties and management fees payable to it for the second, third and fourth quarters of fiscal year 2003. As a result, royalties and
management fees totalled € 5.6 million and € 2.5 million, respectively, reflecting a total waiver of
€ 24.6 million. The waived amount may in the future become payable if and to the extent that income before lease and financial charges excluding depreciation and
amortization for any year from fiscal year 2004 through fiscal year 2008 exceeds € 450 million. TWDC further agreed that fiscal year 2004 royalties and management
fees will be paid on a fiscal year-end basis rather than quarterly.

95

---

19    EXCEPTIONAL INCOME (LOSS)

|                                                                     |  | Year ended September 30, |  
|-------------------------------------------------------------------- |  | ------------------------ | -
|
|
|Pre-opening costsWalt Disney Studios Park(a)                        |  |                         |  
|Fixed asset sales/write-offs(b)                                      |  | 11.6                     |  
|Loss on early repurchase of 6.75% Convertible Bands(c)               |  |                         |  
|Movements in provisions for risks and asset valuation reserves (net) |  | (0.5                     | )
|Euro implementation costs                                            |  |                         |  
|Other(d)                                                             |  | 0.8                      |  
|                                                                     |  |                          |  
|                                                                     |  | 11.9                     |  
|                                                                     |  |                          |  

---









20    INCOME TAXES

Income tax expense is calculated using the statutory tax rate in effect as of the balance sheet date. This rate was approximately 35.4% for fiscal years 2003 and
2002 and approximately 36.4% for fiscal year 2001. During fiscal years 2003, 2002 and 2001, no income tax was payable as no taxable income was generated by the Group. Accordingly, the Group's
effective tax rate for these periods was 0%.

At
September 30, 2003, unused tax loss carryforwards were approximately € 770 million, of which, approximately
€ 310 million, if not utilized, will expire before fiscal year 2008. The remaining tax losses can be carried forward indefinitely; however, due to the uncertainty
of the ultimate realization of these tax benefits, the Group has not recorded any deferred tax assets.

96

---

21    STOCK OPTIONS

In 1994, the Company's shareholders approved the implementation of an employee stock option plan (the "1994 Plan") authorizing the issuance of stock options for
acquisition of up to 2.5% of the Company's outstanding common stock. Through September 30, 2003, the Company had granted a total of 7,726,863 options, net of cancellations and exercises, (to
acquire one share of common stock each) to certain managers and employees at a market exercise price which represented the average closing market price over the preceding 20 trading days. The options
are valid for 10 years from their issuance date and become exercisable over 5 years in equal instalments beginning one year from the date of grant. Upon termination of employment, any
unvested options are cancelled. However, options that are exercisable as of the date of termination, may be exercised within a specified period of time or else they are cancelled.

In
March 1999, the Company's shareholders approved the implementation of a second employee stock option plan, with substantially the same terms as the 1994 Plan, authorizing the
issuance of stock options for acquisition of up to 2.5% of the Company's outstanding common stock. The options granted under that plan are valid for 8 years from their issuance date. Through
September 30, 2003, the Company had granted a total of 21,582,800 options, net of cancellations and exercises, under this plan.

In
May 2003, the Company's shareholders approved the implementation of a third employee stock option plan, with substantially the same terms as the two previous ones, authorizing
the issuance of stock options for acquisitions of up to 2.5% of the company's outstanding common stock. The options granted under that plan are valid for 8 years from their issuance date. As of
September 30, 2003, the Company had not granted any options under this plan.

A
summary of the Company's stock option activity for the years ended September 30, 2003 and 2002, is as follows:

|                              |  | Number of Options |   | Weighted-average
Exercise Price
|----------------------------- |  | ----------------- | - | -------------------------------
|
|Balance at September 30, 2001 |  | 25,325            |   | 0.98                           
|Options granted               |  | 9,893             |   | 1.10                           
|Options exercised             |  | (142              | ) | 0.81                           
|Options cancelled             |  | (1,729            | ) | 0.96                           
|                              |  |                   |   |                                
|Balance at September 30, 2002 |  | 33,347            |   | 1.02                           
|                              |  |                   |   |                                
|Options granted               |  |                  |   |                               
|Options exercised             |  |                  |   |                               
|Options cancelled             |  | (4,037            | ) | 0.96                           
|                              |  |                   |   |                                
|Balance at September 30, 2003 |  | 29,310            |   | 1.02                           
|                              |  |                   |   |                                

97

---

The
following table summarizes information about stock options at September 30, 2003:

|            |  | Options Outstanding |  | Options Exercisable
|----------- |  | ------------------- |  | -------------------
|
|€ 0.771.00 |  | 13,219              |  | 6                  
|€ 1.012.00 |  | 15,460              |  | 5                  
|€ 2.012.50 |  | 631                 |  | 2                  
|            |  |                     |  |                    
|            |  | 29,310              |  | 5                  
|            |  |                     |  |                    

22    FINANCIAL INSTRUMENTS

22-1 Interest rate risk management transactions

The Group uses interest rate swaps and other instruments to manage its exposure to changes in interest rates. The impact of changes in interest rates affects
financial income and expense as well as lease rental expense of the Group.

The
following table summarizes the underlying notional amounts of borrowings subject to interest rate hedging contracts during the years ended September 30, 2003 and 2002.

|(€ in millions)               |  | Underlying
Borrowings |  
|----------------------------- |  | --------------------- | -
|Balance at September 30, 2001 |  | 563.8                 |  
|Additions                     |  |                      |  
|Maturities/Terminations       |  |                      |  
|                              |  |                       |  
|Balance at September 30, 2002 |  | 563.8                 |  
|                              |  |                       |  
|Additions                     |  | 485.0                 |  
|Maturities/Terminations       |  | (517.1                | )
|                              |  |                       |  
|Balance at September 30, 2003 |  | 531.7                 |  
|                              |  |                       |  

During
fiscal year 2001, the Group entered into several interest rate swap agreements which became effective at or near September 30, 2001 and had a term of 2 years
expiring at or near September 30, 2003. These agreements required the Group to pay fixed interest rates ranging from 3.79% to 4.69% and to receive interest payments calculated based upon
3-month EURIBOR on the outstanding notional amounts.

During
fiscal year 2003, the Group entered into several interest swap agreements which became effective at or near September 30, 2003 and have a term of one year expiring at the
end of fiscal year 2004. Those agreements will require the Group to pay fixed interest rates ranging from 2.05% to 3.56% and to receive interest payments calculated based upon 3-month or
6-month Euribor on the outstanding notional amounts.

The
total interest rate differential resulting from interest rate hedging instruments was a loss of € 9.1 million and
€ 5.4 million in fiscal year 2003 and fiscal year 2002, respectively. The fair value of these contracts is estimated to be the same as the cost or gain to the Group
to terminate its interest rate hedging contracts. At September 30, 2003 taking into account the prevailing interest rate environment and credit worthiness of counterparties, this amount would
represent a loss of € 5.5 million (€ 7.4 million at September 30, 2002).

98

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22-2 Currency risk management transactions

The Group's exposure to foreign currency risk relates principally to variations in the value of the U.S. dollar and British pound.

The
Group's objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow management to focus its attention on its core business issues
and challenges. Accordingly, the Group enters into various contracts that change in value as foreign exchange rates change to protect the value of its existing foreign currency assets and liabilities,
commitments and anticipated foreign currency revenues and expenses.

At
September 30, 2003 and 2002, the Group had € 70.6 million and € 54.3 million, respectively, of foreign
currency hedge contracts outstanding, consisting of forward exchange contracts and options. The fair value of these contracts is estimated to be the same as the cost or gain to the Group of
terminating its foreign exchange contracts. This amount was a loss of € 0.2 million and € 0.1 million at September 30,
2003 and 2002, respectively.

22-3 Concentrations of credit risk

Management believes no significant concentration of credit risk exists with respect to the Group's financial instruments. The Group utilizes a variety of
off-balance sheet instruments for hedging purposes. At September 30, 2003 and 2002, neither the Group nor the counterparties were required to collateralize their respective
obligations under the terms of these hedging contracts.

23    COMMITMENTS AND CONTINGENCIES

There are various legal proceedings and claims against the Group relating to construction and other activities incident to the conduct of its business. Management
has established provisions for such matters and does not expect the Group to suffer any material additional liability by reason of such actions, nor does it expect that such actions will have a
material effect on its liquidity or operating results.

The
Company is jointly liable for all Phase IA Financing Company obligations under the Phase IA credit agreement until their scheduled maturity date in November 2009. These
obligations total € 263.7 million as of September 30, 2003.

EDL
Hôtels S.C.A. has guaranteed all Phase IB Financing Companies' obligations under the Phase IB credit facility and the Phase IB partner's advances until their scheduled
maturity date (2016 at the latest). These obligations total € 236.1 million as of September 30, 2003.

As
part of the terms of the 1994 financial restructuring, the Company was required to pay a one-time development fee of € 182.9 million to
TWDC upon the satisfaction of certain conditions, including conditions relating to the launch and financing of a second phase of development. In order to obtain the approval for the financing of Walt
Disney Studios Park from the lenders, TWDC agreed to amend the terms and conditions of the development fee so that it will not be due until future events occur, including the repayment of the existing
bank debt of the Company and of the CDC Walt Disney Studios Park loans and the achievement by the Group of specified cash flow levels.

99

---

24    LEASED ASSETS

The Group owns Walt Disney Studios Park, Disneyland Hotel, the Davy Crockett Ranch, the golf course, the underlying land thereof and the land on which the other
five hotels and Disney Village are located, and leases substantially all of the remaining operating assets. Pursuant to options available under French accounting principles, the Group has not
capitalised these leases and has accounted for them as operating leases.

24-1 Disneyland Park and Hotel Leases

Description

The Group leases Disneyland Park, the Phase IB Facilities and the Newport Bay Club Convention Centre, directly or indirectly, from eight special purpose financing
companies. The following discussion summarizes the significant terms of each lease:

| | Disneyland ParkPhase IA Lease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | Originally, pursuant to the Phase IA financing agreements, the Company leased Disneyland Park directly from the Phase IA Financing Company under acrédit-bail(financial lease) which commenced Opening Day and was to end when the underlying borrowings and interest were repaid in full by the Phase IA Financing Company. Pursuant to the terms of the 1994 financial restructuring, a new leasing structure for
Disneyland Park assets was implemented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | Under the new lease structure, effective June 30, 1994, the original financial lease was cancelled and a new financial lease established whereby the Phase IA Financing Company leases Disneyland Park to EDA SNC with terms similar to the original
financial lease.The Company, in turn, is subleasing Disneyland Park from EDA SNC for a term of 12 years with rent substantially equal to the amount invoiced by the Phase IA Financing Company to EDA
SNC. At the end of the sublease term, the Company will have the option to acquire the leasehold position of EDA SNC upon payment of an option fee of approximately € 78.7 million. If the Company does not exercise this option and thereby
elects to discontinue leasing Disneyland Park, EDA SNC may continue to lease the assets, with an ongoing option to purchase them for an amount approximating the balance of the Phase IA Financing Company's then outstanding debt. Alternatively, EDA SNC
could terminate the lease, in which case EDA SNC would pay the Phase IA Financing Company an amount equal to 75% of its then outstanding debt, and could then sell or lease the assets on behalf of the Phase IA Financing Company, in order to satisfy
the remaining debt, with any excess proceeds payable to EDA SNC.
| | Disneyland ParkAdditional Capacity Attractions Lease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | As part of the 1994 financial restructuring, EDA SNC purchased certain tangible fixed assets, principally Disneyland Park attractions constructed subsequent to Opening Day, for their book value of
€ 213.4 million and subsequently leased the assets back to the Company for a period of 12 years for a fixed annual lease payment of € 2.1 million. At the end of the lease term, the Company will have the option to
purchase the assets for € 213.4 million. If this option is exercised, TWDC has agreed to provide financing over an eight-year term at an interest rate of 1% per annum. As an alternative to this purchase option, the Company may enter
into a new 12-year financial lease for these assets with EDA SNC at the end of the original lease term, with terms substantially similar to those of the financing for the purchase option described above. At the end of this second lease term, the
Company will have the option of purchasing the leased assets for a nominal amount.                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

100

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| | HotelPhase IB Facilities Leases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | EDL Hôtels S.C.A. leases the Phase IB Facilities from the six Phase IB Financing Companies. The leases will terminate in February 2011. The Group has the option to acquire at any time during the term of the
lease the leased assets for an amount approximating the balance of the Phase IB Financing Companies' outstanding debt.                                                                                                                                                                                                                                                                                                                                                
| | HotelNewport Bay Club Convention Centre Lease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  | EDL Hôtels S.C.A. has sale-leaseback agreements with Centre de Congrès Newport S.A.S., for the Newport Bay Club Convention Centre. The lease began in November 1997 and has a term of 20 years, at the
end of which EDL Hôtels S.C.A. has the option to repurchase the convention centre for a nominal amount. Annual lease payment amounts are based upon the construction costs of the asset and an interest rate of 6 month EURIBOR + 20
basis points.                                                                                                                                                                                                                            
|  | Lease rental expense was € 193.8 million, € 188.8 million and 185.8 million for the years ended September 30, 2003, 2002, and 2001 respectively. The rental expense under these leases consists of the lessor's
debt service payments (principal and interest), including those related to the long-term loans granted by the Group (as described in Note 4), and any operating costs (primarily property taxes) incurred by the lessor. Thus, lease rental expense
fluctuates principally with the lessor's interest expense variations, due to variable interest rates and interest forgiveness rate changes, and the timing of principal repayments on the leasing entities' debt.

Lease Commitments

The following table summarizes the gross amount of future minimum rental commitments (excluding operating costs) due to the Financing Companies, under
non-cancellable operating leases. The future commitments calculation is based upon the following assumptions:



101

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Lease
commitments as of September 30, 2003 are as follows:

|           |  | Loans granted by the Group to Lessors
(see Note 4) |  |       
|---------- |  | -------------------------------------------------- |  | ------
|
|2004       |  | 220.2                                              |  | (60.3 
|2005       |  | 232.1                                              |  | (56.7 
|2006       |  | 542.3                                              |  | (52.7 
|2007       |  | 265.6                                              |  | (47.9 
|2008       |  | 281.7                                              |  | (42.6 
|Thereafter |  | 2,003.1                                            |  | (86.5 
|           |  |                                                    |  |       
|           |  | 3,545.0                                            |  | (346.7
|           |  |                                                    |  |       

Lease
rental commitments include principal and interest amounts due to the Group as repayment of the long-term loans granted by the Group to the Phase I SNCs. However, the
portion of the rental commitments related to principal and interest amounts on the long-term loans granted by the Group to the Phase I SNCs has no cash flow impact on the Group as the cash
outflow for this portion of lease rental expense is exactly offset by the cash inflow of interest and principal repayments. Therefore, the portion of the gross rental commitment related to the
repayment of these long-term loans is separately identified to arrive at a total net lease commitment.

The
net rental commitment is thus calculated based upon the underlying debt of the Financing Companies or the related capital lease obligations, which totalled
€ 1,400.9 million as of September 30, 2003 and was composed of:

|                                                                   |  | September 30,
|------------------------------------------------------------------ |  | -------------
|
|
|CDC Phase I loans (a)                                              |  | 361.3        
|Phase IA credit facility (b)                                       |  | 263.7        
|Phase IB credit facility (c)                                       |  | 139.2        
|Phase IA partners' advances (d)                                    |  | 304.9        
|Phase IB partners' advances (e)                                    |  | 96.9         
|EDA SNC lease financing arrangement (f)                            |  | 213.4        
|Newport Bay Club Convention Centre lease financing arrangement (f) |  | 21.5         
|                                                                   |  |              
|                                                                   |  | 1,400.9      
|                                                                   |  |              

---



102

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Book value of leased assets

As the Group accounts for these commitments as operating leases pursuant to an option in the French accounting rules, the historical cost and depreciation of the
assets, and related secured indebtedness are not included in the Group's consolidated financial statements. The book value and depreciation of the assets, which are carried by the Financing Companies,
are summarized as follows:

|                                                          |  | September 30, 2003 |  |        
|--------------------------------------------------------- |  | ------------------ |  | -------
|
|Intangible assets                                         |  | 15.6               |  | 14.2   
|Land and secondary infrastructure                         |  | 302.6              |  | 134.3  
|Buildings                                                 |  | 1,852.5            |  | 846.9  
|Leasehold improvements, furniture, fixtures and equipment |  | 405.9              |  | 339.5  
|                                                          |  |                    |  |        
|                                                          |  | 2,576.6            |  | 1,334.9
|                                                          |  |                    |  |        

Depreciation
expense using the straight-line method, as reported by the Financing Companies, was € 90.5 million and
€ 105.9 million, and € 122.6 million for the years ended September 30, 2003, 2002, and 2001 respectively.

Had
the Group chosen to capitalize these leases, the fiscal year 2003 net loss would have been increased by an estimated € 5.3 million and equity as
of September 30, 2003 would have been reduced by an estimated € 1.1 billion.

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24-2 Other Leases

The Group has other operating leases, primarily for office and computer equipment and vehicles, for which total rental expense was
€ 27.9 million, € 27.4 million and 26.7 million for the years ended September 30, 2003, 2002 and 2001,
respectively. Future minimum rental commitments under these non-cancellable operating leases as of September 30, 2003 are as follows:

|(€ in millions)
|---------------
|2004           
|2005           
|2006           
|2007           
|2008           
|Thereafter     
|               
|               
|               

25    Employees

The weighted-average number of employees employed by the Group was:

|           |  | Year ended September 30,
|---------- |  | ------------------------
|
|Cadres     |  | 2,328                   
|Non-cadres |  | 9,895                   
|           |  |                         
|           |  | 12,223                  
|           |  |                         

Total
employee costs for the years ended September 30, 2003, 2002 and 2001 were € 365.7 million,
€ 352.0 million, and € 307.0 million respectively.

All
employees participate in state funded pension plans in accordance with French laws and regulations. Certain employees also participate in a supplemental defined contribution plan.
Contributions to all plans are based on gross wages and are shared between the employees and the Group. Contributions paid by the Group are expensed as incurred. In addition, retirement indemnities
are paid under the terms of the Group's collective bargaining agreement.

A
new collective bargaining agreement became effective in April 2001, which among other things increased the retirement benefits provided by the Group to its employees. Under the
agreement, a retirement indemnity ranging from one-half a month to 3 months of gross wages is provided to employees who retire from the Group at the age of 60 or older after
completing at least 1 year of service.

As
of September 30, 2003, the future commitment with respect to these retirement indemnities was estimated to be € 8.3 million compared to
€ 6.4 million as of September 30, 2002.

26    DIRECTORS' FEES

During the years ended September 30, 2003, 2002, and 2001 fees paid to members of the Company's Supervisory Board were
€ 160,071, € 133,393, and € 201,995 respectively. TWDC employees are not paid for serving on the Company's
Supervisory Board.

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27    DISCLOSURES CONCERNING THE GROUP'S RESULTS UNDER U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

Euro
Disney S.C.A. files an annual report on Form 20-F with the Securities and Exchange Commission ("SEC") in the United States within six months of
September 30 each year. As explained in the summary of significant accounting policies, the consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in France ("French GAAP"). French GAAP varies in certain significant respects from accounting principles generally accepted in the United States ("U.S. GAAP") particularly for
leases of operating assets, which are accounted for as operating leases in accordance with one of the options allowed by French GAAP, rather than being capitalised. Additionally, in connection with
the 1994 financial restructuring, the Group's computation of interest expense under French GAAP differs significantly from U.S. GAAP.

The
reconciliations of net income and equity between French and U.S. GAAP are shown below, followed by a condensed consolidated balance sheet prepared under U.S. GAAP. A description of
the accounting principles which materially differ also follows:

Reconciliation of Net Loss

|                                        |                                | Year ended September 30, |     
|--------------------------------------- | ------------------------------ | ------------------------ | ----
|
|
|Net Loss, as reported under French GAAP |                                | (56.0                    | )   
|                                        | Lease and interest adjustments |                          | 7.2 
|                                        | Other                          |                          | (5.6
|                                        |                                |                          |     
|Net Loss under U.S. GAAP                |                                | (54.4                    | )   
|                                        | Comprehensive Income Items:    |                          |     
|                                        | Interest rate hedges           |                          | 2.1 
|                                        |                                |                          |     
|Comprehensive Loss under U.S. GAAP      |                                | (52.3                    | )   
|                                        |                                |                          |     

Reconciliation of Shareholders' Equity

|                                                    |                                                              | September 30, |         
|--------------------------------------------------- | ------------------------------------------------------------ | ------------- | --------
|
|
|Shareholders' Equity, as reported under French GAAP |                                                              | 1,084.3       |         
|                                                    | Cumulative lease and interest adjustments                    |               | (1,279.8
|                                                    | Effect of revaluing the ORAs and sale/leaseback transactions |               | 178.1   
|                                                    | Other                                                        |               | 77.8    
|                                                    |                                                              |               |         
|Shareholders' Equity under U.S. GAAP                |                                                              | 60.4          |         
|                                                    |                                                              |               |         

105

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Summary Balance Sheet under U.S. GAAP

|                             |  | September 30,
|---------------------------- |  | -------------
|
|
|Current assets               |  | 256.9        
|Other assets                 |  | 111.8        
|Fixed assets                 |  | 2,578.1      
|                             |  |              
|Total Assets                 |  | 2,946.8      
|                             |  |              
|Current liabilities          |  | 2,633.8      
|Non-current liabilities      |  | 252.6        
|Long-term borrowings         |  |             
|Shareholders' equity         |  | 60.4         
|                             |  |              
|Total Liabilities and Equity |  | 2,946.8      
|                             |  |              

Lease and interest adjustments

The Group leases substantially all of its operating assets under various agreements. Under French GAAP, the Group has not capitalised these leases and is
accounting for them as operating leases. Under U.S. GAAP, the underlying assets and liabilities and related depreciation and interest expense are reflected in the Group's financial statements.

Under
U.S. GAAP, all interest charges relating to debt instruments whose interest rates are scheduled to change or have interest "holidays" or forgiveness periods are required to be
calculated in accordance with the "effective interest method". This method calculates the estimated interest charges over the life of the debt, and allocates this amount evenly over the term of the
debt using an effective yield. During fiscal years 2003 and 2002, this adjustment resulted in less interest expense under U.S. GAAP than that reported under French GAAP, as interest expense calculated
using this method differs from actual interest paid.

Other Adjustments

During fiscal year 2003, the Group adopted new accounting rules in France related to major fixed asset renovations (see Note 2). Under French GAAP, the
retroactive impact of this change was recorded as a € 104.4 million charge to shareholder's equity. Under U.S. GAAP, the Group continues to defer major fixed asset
renovation costs and amortizes them over a period of five years. Fiscal year 2003 other adjustments include the impact of this change.

In
addition, during fiscal year 2003, the Group sold and leased back three employee housing developments, which generated a € 11.0 million gain under
French GAAP. Under U.S. GAAP, this gain will be recognised straight-line over the terms of the related leases.

106

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Financial Instruments

U.S. GAAP requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded
each period in current earnings or in other comprehensive income, depending on whether a derivative is designated as part of a hedging relationship and, if it is, depending on the type of hedging
relationship. For fair-value hedges in which the Company is hedging changes in an asset's, a liability's, or a firm commitment's fair value, changes in the fair value of the derivative
instrument will generally be offset in the income statement by changes in the hedged item's fair value. For cash flow hedges in which the Company is hedging the variability of cash flows related to a
variable-rate asset, variable-rate liability, or a forecasted transaction, the effective portion of the gain or loss on the derivative instrument will be reported in other
comprehensive income. The gain or loss on the derivative instrument that is reported in other comprehensive income will be reclassified as earnings in the periods during which earnings are impacted by
the variability of the cash flows of the hedged items. The ineffective portion of all hedges will be recognised in current-period earnings.

During
fiscal years 2003 and 2002, the Company recorded the change in the fair value of its interest rate derivative financial instruments in comprehensive income. For foreign exchange
financial derivatives, the Company recorded a loss of € 0.1 million and a gain of € 2.0 million in financial results for fiscal
years 2003 and 2002, respectively, representing the change in the market value of all foreign exchange derivatives outstanding at the end of each period.

Extraordinary items

Under French GAAP the definition of exceptional items differs significantly from the U.S. GAAP definition of extraordinary items. No exceptional items in the
French GAAP Statement of Income would be classified as extraordinary or non-operating under U.S. GAAP during fiscal years 2003 and 2002.

Comprehensive Income

Comprehensive income is a term used to define all non-owner changes in shareholders' equity. Comprehensive income is a concept not addressed by French
GAAP. Under U.S. GAAP, comprehensive income includes, in addition to net income:



Included
in other comprehensive income in fiscal years 2003 and 2002 are a gain of € 2.1 million and a gain of
€ 0.7 million, respectively, representing the change in value of interest rate derivatives designated as cash flow hedges.

Employee stock options

Under U.S. GAAP, the Group follows Statement of Financial Accounting Standards 123,Accounting for Stock-Based
Compensation("SFAS 123"). The Group has elected under the provisions of SFAS 123 to continue to measure compensation costs using the method of accounting
prescribed by Accounting Principles Board Opinion 25,Accounting for Stock Issued to Employees.

107

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Earnings per share

Under U.S. GAAP, the Group follows Statement of Financial Accounting Standards 128,Earnings per Share, which
requires the presentation of basic and diluted earnings per share ("EPS"). Basic EPS excludes all dilution and is calculated using the weighted-average number of common shares outstanding during the
period. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.

Under
U.S. GAAP, basic and diluted loss per share amounts for fiscal years 2003 and 2002 were € 0.05, € 0.06, and
€ 0.05 respectively. As of September 30, 2003, 2002, and 2001, 159 million, 163 million, and 179 million respectively of potential shares were
excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive.

108

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Borrowings

Reconciliation of Borrowings

|                                                               |                                                                         | September 30, |         
|-------------------------------------------------------------- | ----------------------------------------------------------------------- | ------------- | --------
|
|
|Total Borrowings, as reported under French GAAP(1)             |                                                                         | 806.4         |         
|                                                               | Unconsolidated Phase I SNCs debt and lease financing arrangements       |               | 1,400.9 
|                                                               |                                                                         |               |         
|Total Borrowings, including unconsolidated Financing Companies |                                                                         | 2,207.3       |         
|                                                               | U.S. GAAP adjustments to re-value lease financing arrangements and ORAs |               | 1.6     
|                                                               | Current portion of long-term borrowings(2)                              |               | (2,208.9
|                                                               |                                                                         |               |         
|Total Long-term Borrowings under U.S. GAAP                     |                                                                         |              |         
|                                                               |                                                                         |               |         

---

Description of Unconsolidated Phase I SNC's debt and Lease Financing Arrangements

Under French GAAP as described in Note 24, the Group has not capitalised leases for its operating assets but has accounted for them as operating leases.
Under U.S. GAAP, the underlying assets and liabilities are reflected in the Group's balance sheet. The underlying assets associated with these leases are set out in Note 24 above. Set out below
is a schedule of U.S. GAAP obligations associated with these leases:

|                                                               |  | September 30, |  
|-------------------------------------------------------------- |  | ------------- | -
|
|
|CDC Phase I loans (a)                                          |  | 361.3         |  
|Phase IA credit facility (b)                                   |  | 263.7         |  
|Phase IB credit facility (c)                                   |  | 139.2         |  
|Phase IA partners' advances (d)                                |  | 304.9         |  
|Phase IB partners' advances (e)                                |  | 96.9          |  
|EDA SNC lease financing arrangement (f)                        |  | 213.4         |  
|Newport Bay Club Convention Centre lease financing arrangement |  | 21.5          |  
|                                                               |  |               |  
|                                                               |  | 1,400.9       |  
|Discount on EDA SNC lease financing arrangement (f)            |  | (38.1         | )
|                                                               |  |               |  
|                                                               |  | 1,362.8       |  
|                                                               |  |               |  

---



109

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These
outstanding borrowings have the following scheduled maturities as of September 30, 2003, assuming no acceleration of debt repayments as discussed in Note 28:

|(€ in millions)
|---------------
|2004           
|2005           
|2006           
|2007           
|2008           
|Thereafter     
|               
|               
|               

110

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Bonds redeemable in shares ("ORAs")

Under French GAAP, the ORAs were originally recorded at face value as quasi-equity. In fiscal year 1998, the carrying value of the waived ORAs was transferred to
shareholders' equity, as a result of a waiver of ORA rights. In fiscal year 2000, this amount was transferred back to quasi-equity, following the reinstatement of the waived rights. Under U.S. GAAP,
the ORAs were recorded at their discounted fair value upon issuance and included in the Group's outstanding borrowings. Upon maturity in 2004, these bonds will be redeemed in shares of the Company and
€ 38.1 million will be transferred to shareholders' equity. The difference between the discounted fair value of the ORAs at their issuance and their maturity value
is being amortized to interest expense. As of September 30, 2003 and 2002, the carrying value of the ORAs included in U.S. GAAP borrowings was
€ 39.7 million and € 41.6 million, respectively.

Royalties and Management Fees

The Group is party to a licensing agreement under which the Group pays royalties to an indirect wholly-owned subsidiary of TWDC. In addition, the Company is bound
by the terms of its by-laws to pay management fees to Euro Disney S.A., also an indirect wholly-owned subsidiary of TWDC. As part of the 1994 financial restructuring, the terms of the
licensing agreement and the terms of the Company's by-laws were modified to reduce the amounts of these fees. See Note 18(b) for a full description. Under both French and U.S. GAAP,
royalties and management fees have been recorded as due in accordance with the terms of the modified contracts.

The
table below compares the total amount of the royalties and management fees recorded in the Consolidated Statements of Income to that which would have been recorded under the original
terms of the modified contracts. Pro forma net loss and net loss per share reflect the loss for the periods as if the royalties and management fees had not been reduced.

|                                                                              |  | Year ended September 30, |  
|----------------------------------------------------------------------------- |  | ------------------------ | -
|
|
|Pro-forma royalties and management fees under terms of the original contracts |  | 107.3                    |  
|Reduction due to 1994 financial restructuring                                 |  | (74.6                    | )
|Reduction due to 2003 waiver                                                  |  | (24.6                    | )
|Royalties and management fees recorded                                        |  | 8.1                      |  
|                                                                              |  |                          |  
|Pro-forma U.S. GAAP Net Loss                                                  |  | (153.6                   | )
|                                                                              |  |                          |  
|Pro-forma U.S. GAAP Net Loss Per Share (in €)                                 |  | (0.15                    | )
|                                                                              |  |                          |  

28    SUBSEQUENT EVENTS

As described in Note 1-3, the Group had obtained waivers from its lenders, effective through March 31, 2004, with respect to certain
financial covenants and other obligations, including a reduction in debt deposit requirements. On March 22, 2004, the Group announced that it had reached an agreement with its lenders and TWDC
to extend until May 31, 2004 the previous waiver agreement, whereby the lenders had agreed to forgo until March 31, 2004 their rights with respect to certain financial covenants and
other obligations, including certain security deposit requirements.

The
purpose of this extension is to allow the various stakeholders more time to reach a mutually acceptable resolution to the Group's financial situation. Absent a resolution prior to
the expiration of the extension period, the Group would be unable to meet all of its debt obligations.

111

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In
connection with this extension, the Group has agreed to put on deposit fore the benefit of its senior lenders an additional € 40 million payable
before April 20, 2004, bringing its total security deposit to € 100 million. The Group has also agreed not to allow the outstanding balance of its
€ 167.7 million standby facility with TWDC to fall below the current outstanding amount of € 110 million during the extension
period. TWDC has agreed to provide a new € 25 million subordinated credit facility through May 31, 2004, on the same terms and in place of its undrawn
€ 45 million subordinated credit facility, which expired on March 31, 2004.

112

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