Exhibit 4.6

Translation for information purpose only

To all the Banks under the Phase IA Credit Agreement

March 5,
2004

Ladies
and Gentlemen:

We
refer to the waiver request (the "Waiver Request") that we sent you on October 17, 2003. Unless otherwise indicated to the contrary, all terms used in this letter have the
meaning ascribed to them in the Waiver Request.

It
turns out that the negotiation of the necessary measures to restore, on a long-term basis, the financial situation of the Group is complex and will take more time than
anticipated. We are therefore questioning the possibility to reach and implement an agreement before March 31, 2004.

In
order to enable the negotiation to continue, we therefore request, in the name and on behalf of the Borrowers, that you agree to extend the duration of the Waiver from
March 31, 2004 to May 31, 2004 (the "Extension").

It
is understood that the Extension will not prejudice the exercise of any of your rights under the Credit Agreement in respect of:

It
is also understood that in no way is this request to be considered in and of itself, on whatever basis, an implicit or explicit acknowledgement by the Borrowers, of the existence of
an Event of Default or Potential Event of Default described in the Waiver Request.

For
the purpose of this Extension, you shall be deemed to have waived until May 31, 2004 inclusive your right to invoke against the Borrowers any Event of Default or Potential
Event of Default due to non compliance with the provisions of the Common Agreement relating to the amount of the Guarantee Deposits.

1.     Undertakings:



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Each
of the above-mentioned undertakings is made subject to the effectiveness of the Extension.

2.     Conditions precedent:

The effectiveness of the Extension will be, in the event of approval thereof by the Banks, subject to the occurrence of the following conditions precedent:



3.     Termination Events:

The Extension will be terminated, if the Agent deems it fit, if one of the following occurs:



4.     Duration

Subject to the occurrence of one or more of the termination events set forth in paragraph 3 above, the Extension will be in effect through May 31,
2004 inclusive.

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5.     Specific Waiver

The Renewed Additional Facility, subject of the condition precedent set forth in 2. a) above, is subject to the provisions of Article 4 of the
Common Undertakings and must, in this respect, be subject to an authorization in accordance with the terms of Article 3 of the Common Agreement. Taking into account the serious timing
constraints related to the present request, it is not possible to comply with the procedure set forth in the Common Agreement. As a result, Euro Disney S.C.A. requests, in the name and on behalf of
the Borrowers, your agreement to waive, irrevocably, your right to invoke against the Borrowers an Event of Default due to non-compliance with the provisions of Article 3 of the
Common Agreement with respect to the Renewed Additional Facility.

Euro
Disney SCA agrees to consider the Renewed Additional Facility as a Disney Document for purposes of the Bank Debt Agreements until it is repaid in full.

6.     Representations and Warranties:



7.     No Novation

The provisions of this letter do not modify the provisions of the Bank Debt Agreements or of the loan agreements from the CDC relating to the second park.

It
is incumbent upon your Agent to organize the vote of creditors to obtain their vote in accordance with the provisions of the relevant Bank Debt Agreement.

Very
truly yours,

| |  |  | Jeffrey R. Speed
Senior Vice President and Chief Financial Officer of Euro Disney SA,Gérant ofEuro Disney SCA
| |  |  | -------------------------------------------------------------------------------------------------------------

Attachment:
form of Renewed Additional Facility of TWDC.

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