Exhibit 4.1

Working Translation from the French Version / For Information Purposes Only

[EURO DISNEY SCA Letterhead]

To
all the Banks

under
the Phase IA Credit Agreement
under the Phase IB Credit Agreement
under the Phase IB Advances Agreement

October 17,
2003

Dear
Sirs,

Unless
otherwise indicated to the contrary, all terms defined in the Common Agreement dated August 10, 1994, as amended, or in the multi-currency loan and letter of credit
agreement dated September 5, 1989, as amended (hereinafter the "Credit Agreement") have the same meaning in this letter.

In
order to establish a transition period through March 31, 2004 (hereinafter the "Period") designed to permit the negotiation of the necessary measures to restore, on a
long-term basis, the financial situation of the Euro Disney Group (hereinafter the "Group"), we request, in the name and on behalf of the Borrowers, your agreement to waive, until
March 31, 2004 inclusive, your right to invoke, against the Borrowers, any Event of Default or Potential Event of Default due to:

(hereinafter,
the "Waiver"), it being understood, however, that in no way shall this request 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 above.

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

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1.     Undertakings:



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

2.     Conditions precedent:

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



3.     Termination Events:

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



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4.     Duration

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

5.     Specific Waiver

The 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
(notably with respect to the release of the Guarantee Deposits) 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 Additional Facility.

Euro
Disney SCA agrees to consider the 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 the Bank Debt Agreements or of the loan agreements from the Caisse des Dépôts et Consignations relating to the
second park which are not modified by this letter continue in full force and effect.

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In
accordance with article 56 (V) (2) of the Credit Agreement, it is incumbent upon your Agent to organize the vote of creditors and to set a reasonable delay (taking into
account the circumstances) to obtain your vote.

Very
truly yours,

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

Attachment:
form of credit facility of TWDC

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