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                                                                    EXHIBIT 4.2

                             THE WALT DISNEY COMPANY

                              OFFICERS' CERTIFICATE


                  Pursuant to Sections 2.1 and 2.3(a) of the Indenture, dated as
of September 24, 2001 (the "Indenture"), between The Walt Disney Company, a
Delaware corporation (the "Company"), and Wells Fargo Bank, N.A., a national
banking association, as trustee (the "Trustee"), the undersigned Christine M.
McCarthy and David K. Thompson, the Senior Vice President and Treasurer and
Senior Vice President-Assistant General Counsel of the Company, respectively,
hereby certify on behalf of the Company as follows:

                  (1) AUTHORIZATION. The establishment of two series of
         Securities of the Company has been approved and authorized in
         accordance with the provisions of the Indenture. The forms of the
         Two-Year Notes (as defined below) and the Three-Year Notes (as defined
         below) attached hereto as EXHIBITS A and B, respectively, have been
         approved and authorized in accordance with the provisions of the
         Indenture.

                  (2)  COMPLIANCE WITH CONDITIONS PRECEDENT.  All covenants
         and conditions precedent provided for in the Indenture relating to
         the establishment of a series of Securities have been complied with.

                  (3)  TERMS.  The terms of the two series of Securities
         established pursuant to this Officers' Certificate shall be as
         follows:

                           (i) TITLE. The title of the series of Securities are
                  the "3.90% Global Notes due September 15, 2003" (the "Two-Year
                  Notes") and the "4.50% Global Notes due September 15, 2004"
                  (the "Three-Year Notes"), respectively.

                           (ii) AGGREGATE PRINCIPAL AMOUNT. The initial
                  aggregate principal amount of each of the Two-Year Notes and
                  Three-Year Notes which may be authenticated and delivered
                  pursuant to the Indenture (except for Notes (i) authenticated
                  and delivered upon registration or transfer of, or in exchange
                  for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9,
                  2.11, 3.6, 9.5 and 10.3 of the Indenture or (ii) which,
                  pursuant to Section 2.4 of the Indenture, are deemed never to
                  have been authenticated and delivered) is $500,000,000 for
                  each of the Two-Year Notes and Three-Year Notes. Each series
                  may


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                  be reopened subsequent to the issuance of the Securities
                  of such series and additional Securities of such series
                  issued. Any Securities issued pursuant to such reopening shall
                  be consolidated with the outstanding Securities of such series
                  as a single series.

                           (iii) REGISTERED SECURITIES IN BOOK-ENTRY FORM. Each
                  of the Two-Year Notes and Three-Year Notes will be issued in
                  book-entry form ( "Book-Entry Notes") and represented by one
                  or more global notes (the "Global Notes") in fully registered
                  form, without coupons. The initial Depositary with respect to
                  the Global Notes will be The Depository Trust Company, as
                  Depositary for the accounts of its participants. Investors may
                  elect to hold interests in the Global Notes through either the
                  Depositary (in the United States) or through Clearstream
                  Banking, SOCIETE ANONYME, Luxembourg or Euroclear Bank
                  S.A./NV, as operator of the Euroclear System (in Europe) if
                  they are participants in such systems, or indirectly through
                  organizations that are participants in such systems. So long
                  as the Depositary for a Global Note, or its nominee, is the
                  registered owner of the Global Note, the Depositary or its
                  nominee, as the case may be, will be considered the sole owner
                  or holder of the Notes in book-entry form represented by such
                  Global Note for all purposes under the Indenture. Book-Entry
                  Notes will not be exchangeable for Notes in definitive form
                  ("Definitive Notes") except that, if the Depositary with
                  respect to any Global Note or Notes is at any time unwilling
                  or unable to continue as Depositary and a successor Depositary
                  is not appointed by the Company within 90 days, the Company
                  will issue Definitive Notes in exchange for the Book-Entry
                  Notes represented by any such Global Note or Notes. In
                  addition, the Company may at any time and in its sole
                  discretion determine not to have a Global Note or Notes, and,
                  in such event, will issue Definitive Notes in exchange for the
                  Book Entry Notes represented by such Global Note or Notes in
                  accordance with the provisions of Section 2.8 of the
                  Indenture.

                           (iv) PERSONS TO WHOM INTEREST PAYABLE. Interest will
                  be payable to the Person in whose name a Note is registered at
                  the close of business (whether or not a Business Day) on the
                  Regular Record Date with respect to such Note, except for
                  interest payable on a Note surrendered for redemption as set
                  forth in paragraph (x) below (as to which interest will be
                  paid, together with the principal amount so


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                  surrendered, to the Person who surrenders such Note, or
                  portion thereof, for redemption).

                           (v) STATED MATURITY.  The principal amount of the
                  Two-Year Notes and Three-Year Notes will be payable on
                  September 15, 2003 and September 15, 2004, respectively.

                           (vi) RATE OF INTEREST; INTEREST PAYMENT DATES;
                  REGULAR RECORD DATES; ACCRUAL OF INTEREST. The Two-Year Notes
                  and Three-Year Notes will bear interest at the rate of 3.90%
                  and 4.50%, respectively, per annum. Interest on the Notes will
                  be payable semiannually in arrears on March 15 and September
                  15 of each year, commencing on March 15, 2002. The Regular
                  Record Date shall be the 15th day (whether or not a Business
                  Day) immediately preceding the related Interest Payment Date.
                  The Notes will bear interest from September 24, 2001 or from
                  the most recent Interest Payment Date to which interest has
                  been paid or duly provided for until the principal thereof is
                  paid or made available for payment. Interest payments shall be
                  the amount of interest accrued from and including the most
                  recent Interest Payment Date in respect of which interest has
                  been paid or duly provided for (or from and including
                  September 24, 2001 if no interest has been paid or duly
                  provided for with respect to such Note), to but excluding the
                  next succeeding Interest Payment Date.

                           (vii) PLACE OF PAYMENT; REGISTRATION OF TRANSFER AND
                  EXCHANGE; NOTICES TO COMPANY. Payment of the principal and
                  interest on the Notes will be made at the office or agency of
                  the Company maintained for that purpose, initially designated
                  to be the Corporate Trust Office of the Trustee in Los
                  Angeles, California, or at such other offices or agencies as
                  the Company may designate, in such coin or currency of the
                  United States of America as at the time of payment is legal
                  tender for payment of public and private debts; PROVIDED,
                  HOWEVER, that at the option of the Company payment of interest
                  (other than interest payable at redemption) may be made by
                  check mailed to the address of the Person entitled thereto as
                  such address shall appear in the register of Securities, and
                  PROVIDED, FURTHER, that any Holder of the Notes (if such
                  Holder holds $10,000,000 or more in aggregate principal amount
                  of the Notes) shall be entitled to receive payments of
                  interest on the Notes by wire transfer of immediately
                  available funds, if appropriate wire transfer


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                  instructions have been received in writing by the Trustee
                  not less than 15 days prior to the applicable payment date.

                           The Notes may be presented for exchange and
                  registration of transfer at the office or agency of the
                  Company maintained for that purpose, initially designated to
                  be the Corporate Trust Office of the Trustee in Los Angeles,
                  California, or at such additional offices or agencies as the
                  Company may designate.

                           Notices and demands to or upon the Company in respect
                  of the Notes and the Indenture may be served at The Walt
                  Disney Company, 500 South Buena Vista Street, Burbank, CA
                  91521, Attention: Legal Department.

                           (viii) REDEMPTION. The Notes may not be redeemed by
                  the Company prior to maturity and are not entitled to any
                  mandatory redemption or sinking fund payments, except under
                  certain circumstances relating to the obligation to pay
                  Additional Amounts as described in subparagraph (x) below.

                           (ix)  DENOMINATIONS.  Beneficial interests in the
                  Notes will be issuable in denominations of $1,000 and
                  integral multiples thereof.

                           (x) PAYMENT OF ADDITIONAL AMOUNTS; REDEMPTION FOR TAX
                  PURPOSES. The Company will, subject to certain exceptions and
                  limitations set forth below, pay to the Holder of any Note who
                  is a United States Alien (as defined below), as additional
                  interest, such amounts ("Additional Amounts") as may be
                  necessary in order that every net payment on such Note
                  (including payment of the principal of and interest on such
                  Note) by the Company or a Paying Agent, after deduction or
                  withholding for or on account of any present or future tax,
                  assessment or other governmental charge imposed upon or as a
                  result of such payment by the United States (or any political
                  subdivision or taxing authority thereof or therein), will not
                  be less than the amount provided in such Note to be then due
                  and payable; PROVIDED, HOWEVER, that the foregoing obligation
                  to pay Additional Amounts will not apply to:

                           (a) any tax, assessment or other governmental charge
                  that would not have been so imposed but for (i) the existence
                  of any


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                  present or former connection between such Holder or
                  beneficial owner of such Note (or between a fiduciary,
                  settlor or beneficiary of, or a person holding a power
                  over, such Holder, if such Holder is an estate or a trust,
                  or a member or shareholder of such Holder, if such Holder
                  is a partnership or corporation) and the United States or
                  any political subdivision or taxing authority thereof or
                  therein, including, without limitation, such Holder (or
                  such fiduciary, settlor, beneficiary, person holding a
                  power, member or shareholder) being or having been a
                  citizen or resident of the United States or treated as a
                  resident thereof or being or having been engaged in a trade
                  or business or present therein or having or having had a
                  permanent establishment therein; or (ii) such Holder's or
                  beneficial owner's past or present status as a personal
                  holding company, foreign personal holding company, foreign
                  private foundation or other foreign tax-exempt organization
                  with respect to the United States, controlled foreign
                  corporation for United States tax purposes or corporation
                  that accumulates earnings to avoid United States Federal
                  income tax;

                           (b) any estate, inheritance, gift, excise, sales,
                  transfer, wealth or personal property tax or any similar tax,
                  assessment or other governmental charge;

                           (c) any tax, assessment or other governmental charge
                  that would not have been imposed but for the presentation by
                  the Holder of a Note for payment more than 30 days after the
                  date on which such payment became due and payable or the date
                  on which payment thereof was duly provided for, whichever
                  occurred later;

                           (d)  any tax, assessment or other governmental
                 charge that is payable otherwise than by withholding from a
                 payment on a Note;

                           (e) any tax, assessment or other governmental charge
                  required to be withheld by any Paying Agent from a payment on
                  a Note, if such payment can be made without such withholding
                  by any other Paying Agent;

                           (f) any tax, assessment or other governmental charge
                  that would not have been imposed but for a failure to comply
                  with applicable certification, information, documentation,
                  identification or other reporting requirements concerning the
                  nationality, residence,


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                  identity or connection with the United States of the Holder
                  or beneficial owner of a Note if such compliance is
                  required by statute or regulation of the United States or
                  by an applicable tax treaty to which the United States is a
                  party as a precondition to relief or exemption from such
                  tax, assessment or other governmental charge;

                           (g) any tax, assessment or other governmental charge
                  imposed on a Holder that actually or constructively owns 10
                  percent or more of the combined voting power of all classes of
                  the Company's stock or that is a bank receiving interest on an
                  extension of credit made pursuant to a loan agreement entered
                  into in the ordinary course of its trade or business;

                           (h) any tax, assessment or other governmental charge
                  payable by means of deduction or withholding imposed on a
                  payment to an individual and required to be made pursuant to
                  any European Union Directive on the taxation of savings
                  implementing the conclusions of the ECOFIN Council meeting of
                  26th-27th November, 2000 or any law implementing or complying
                  with, or introduced in order to conform to, such Directive; or

                           (i)  any combination of items (a), (b), (c), (d),
                  (e), (f), (g) and (h);

                  nor shall Additional Amounts be paid with respect to a payment
                  on a Note to a Holder that is a fiduciary or partnership or
                  other than the sole beneficial owner of such payment to the
                  extent a beneficiary or settlor with respect to such fiduciary
                  or a member of such partnership or a beneficial owner would
                  not have been entitled to Additional Amounts (or payment of
                  Additional Amounts would not have been necessary) had such
                  beneficiary, settlor, member or beneficial owner been the
                  Holder of such Note.

                           A "United States Alien" means any person that, for
                  United States Federal income tax purposes, is a foreign
                  corporation, a non-resident alien individual, a non-resident
                  alien fiduciary of a foreign estate or trust, or a foreign
                  partnership one or more of the members of which is, for United
                  States Federal income tax purposes, a foreign corporation, a
                  non-resident alien individual or a non-resident alien
                  fiduciary of a foreign estate or trust. "United States" means
                  the United

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                  States of America (including the States and the District of
                  Columbia) and its territories, its possessions and other
                  areas subject to its jurisdiction.

                            If (a) as a result of any change in, or amendment
                  to, the laws (or any regulations or rulings promulgated
                  thereunder) of the United States (or any political subdivision
                  or taxing authority thereof or therein), or any change in the
                  official application (including a ruling by a court of
                  competent jurisdiction in the United States) or interpretation
                  of such laws, regulations or rulings, which change or
                  amendment is announced or becomes effective on or after
                  September 24, 2001, the Company becomes or will become
                  obligated to pay Additional Amounts as described above or (b)
                  any act is taken by a taxing authority of the United States on
                  or after September 24, 2001, whether or not such act is taken
                  with respect to the Company or any affiliate, that results in
                  a substantial likelihood that the Company will or may be
                  required to pay such Additional Amounts, then the Company may,
                  at its option, redeem, as a whole, but not in part, the
                  Two-Year Notes and/or the Three-Year Notes on not less than 30
                  nor more than 60 days' prior notice, at a redemption price
                  equal to 100% of their principal amount, together with
                  interest accrued thereon to the date fixed for redemption;
                  provided that the Company determines, in its business
                  judgment, that the obligation to pay such Additional Amounts
                  cannot be avoided by the use of reasonable measures available
                  to it, not including substitution of the obligor under the
                  Two-Year Notes and/or the Three-Year Notes or any action that
                  would entail a material cost to the Company. No redemption
                  pursuant to (b) above may be made unless the Company shall
                  have received an opinion of independent counsel to the effect
                  that an act taken by a taxing authority of the United States
                  results in a substantial likelihood that it will or may be
                  required to pay Additional Amounts described above and the
                  Company shall have delivered to the Trustee a certificate,
                  signed by a duly authorized officer, stating that based on
                  such opinion the Company is entitled to redeem the Two-Year
                  Notes and/or the Three-Year Notes pursuant to their terms.

                           (xi)  REGISTER OF SECURITIES; PAYING AGENT.  The
                  register of Securities for the Notes will be initially
                  maintained at the Corporate Trust Office of the Trustee.
                  The Company hereby appoints the Trustee as the initial
                  Paying Agent.

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                           (xii) BUSINESS DAY. "Business Day" means any day,
                  other than a Saturday or Sunday, that is not a day on which
                  banking institutions are authorized or required by law or
                  executive order to close in The City of New York.

                           (xiii) FORM. The Two-Year Notes and the Three-Year
                  Notes will be in substantially the form set forth in EXHIBITS
                  A and B hereto, respectively, and may have such other terms as
                  are provided therein.

                           (xiv) LISTING. In the event that the Two-Year Notes
                  and/or the Three-Year Notes are listed on the Luxembourg Stock
                  Exchange, the Company may, by an Officers' Certificate
                  supplemental hereto, provide for a Luxembourg Transfer Agent,
                  for the publication of notices in Luxembourg and for such
                  other provisions as may be appropriate to effect a Luxembourg
                  Stock Exchange listing.

         All capitalized terms used in this Officers' Certificate and not
defined herein shall have the meanings set forth in the Indenture.

         Each of the undersigned, for himself, states that he has read and is
familiar with the provisions of Article Two of the Indenture relating to the
establishment of a series of Securities thereunder and the establishment of
forms of Securities representing a series of Securities thereunder and, in each
case, the definitions therein relating thereto; that he is generally familiar
with the other provisions of the Indenture and with the affairs of the Company
and its acts and proceedings and that the statements and opinions made by him in
this Certificate are based upon such familiarity; and that he has made such
examination or investigation as is necessary to enable him to determine whether
or not the covenants and conditions referred to above have been complied with;
and in his opinion, such covenants and conditions have been complied with.

         Insofar as this Certificate relates to legal matters it is based upon
the Opinion of Counsel delivered to the Trustee contemporaneously herewith
pursuant to Section 2.4 of the Indenture and relating to the Notes.



                                        8


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                  IN WITNESS WHEREOF, the undersigned have hereunto signed this
Certificate on behalf of the Company as of the 24th day of September, 2001.


                                    THE WALT DISNEY COMPANY



                       By: /s/ Christine M. McCarthy
                           -------------------------------
                           Name: Christine M. McCarthy
                           Title: Senior Vice President and Treasurer



                       By: /s/ David K. Thompson
                           -------------------------------
                             Name: David K. Thompson
                             Title: Senior Vice President - Assistant
                                    General Counsel


                                        9


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                                    EXHIBIT A

                             SPECIMEN TWO-YEAR NOTE

         Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

REGISTERED                                                           REGISTERED
                             THE WALT DISNEY COMPANY

                    3.90% Global Note due September 15, 2003

NO. R                                       Principal Amount:  U.S. $

                                                           CUSIP: 254687AQ9

         The Walt Disney Company, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to , or registered assigns, the
principal sum of

DOLLARS on September 15, 2003 and to pay interest thereon from September 24,
2001 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for semiannually in arrears on March 15 and September 15,
in each year, commencing on March 15, 2002, and at Maturity, at the rate of
3.90% per annum, until the principal hereof is paid or made available for
payment. Interest on this Note shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (as defined herein), be paid to the Person in whose name this Note (as
defined herein) (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date, which shall be the 15th day
(whether or not a Business Day) immediately preceding such Interest Payment
Date. Except as otherwise provided in the Indenture, any such interest not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest") will forthwith cease to be payable to the Person who was
the Holder on the Regular Record


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Date with respect to such Interest Payment Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice of which shall
be given to Holders of Notes not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Payment of the
principal and interest on this Note will be made at the office or agency of
the Company maintained for that purpose, initially designated to be the
Corporate Trust Office of the Trustee in Los Angeles, California, and at any
additional offices or agencies maintained by the Company for such purpose, in
such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; PROVIDED,
HOWEVER, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the register of Securities, and PROVIDED, FURTHER, that the
Holder of this Note (if such Holder holds $10,000,000 or more in aggregate
principal amount of the Notes) shall be entitled to receive payments of
interest on this Note by wire transfer of immediately available funds, if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable Interest Payment Date.

         Reference is hereby made to the further provisions of this Note set
forth herein, which further provisions shall for all proposes have the same
effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee or its duly appointed authenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                        11

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     IN WITNESS WHEREOF, The Walt Disney Company has caused this instrument to
be signed by the manual signature of its Chairman of the Board, one of its Vice-
Chairmen, its President or one of its Vice Presidents, or the Treasurer or any
Assistant Treasurer, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries.


                                                     THE WALT DISNEY COMPANY
     (SEAL)
                                                     By:_______________________
                                                          Christine M. McCarthy
                                                          Senior Vice President
                                                          and Treasurer


ATTEST:


By:___________________
     Marsha L. Reed
     Vice President and Secretary



Dated:  September 24, 2001


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes of the series designated herein referred to in
the within-mentioned Indenture.

WELLS FARGO BANK, N.A., as Trustee



By:_____________________
     Authorized Signatory


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                             THE WALT DISNEY COMPANY
                    3.90% GLOBAL NOTES DUE SEPTEMBER 15, 2003

         This Note is one of a duly authorized issue of Securities of the
Company (which term includes any successor corporation under the Indenture
hereinafter referred to), issued and to be issued pursuant to such Indenture.
This Note is one of a series of Securities designated by the Company as its
3.90% Global Notes due September 15, 2003 (herein called the "Notes"), initially
limited in aggregate principal amount to $500,000,000. The series may be
reopened subsequent to the issuance of the Notes and additional Securities
issued. Any Securities issued pursuant to such reopening shall be consolidated
with the outstanding Notes as a single series. The Indenture does not limit the
aggregate principal amount of the Securities.

         The Company issued this Note pursuant to an Indenture, dated as of
September 24, 2001 (herein called the "Indenture"), between the Company and
Wells Fargo Bank, N.A., a national banking association, as Trustee (which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.

         The Notes are issuable in registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of any
authorized denomination, as requested by the Holder surrendering the same, upon
surrender of the Note or Notes to be exchanged at any office or agency described
below where the Notes may be presented for registration of transfer.

         This Note may not be redeemed by the Company prior to maturity and is
not entitled to any mandatory redemption or sinking fund payments, except under
certain circumstances relating to the obligation of the Company to pay
Additional Amounts (as defined herein). The Company will, subject to certain
exceptions and limitations, pay to any Holder of this Note who is a United
States Alien, as additional interest, such amounts ("Additional Amounts") as may
be necessary in order that every net payment on this Note (including payment of
the principal of this Note and interest thereon) by the Company or a Paying
Agent, after deduction or withholding for or on account of any present or future
tax, assessment or other governmental charge imposed upon or as a result of such
payment by the United States (or any political subdivision or taxing authority
thereof or therein), will not be less than the amount provided herein to be then
due and payable. Subject to certain exceptions and the satisfaction of certain
conditions, if (a) under certain circumstances the Company becomes or will
become obligated to pay Additional



                                        13


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Amounts or (b) any act is taken by a taxing authority of the United States
that on or after September 24, 2001 results in a substantial likelihood that
the Company will or may be required to pay such Additional Amounts, then the
Company may, at its option, redeem, as a whole, but not in part, the Notes on
not less than 30 nor more than 60 days' prior notice, at a redemption price
equal to 100% of their principal amount, together with interest accrued
thereon to the date fixed for redemption. Any such redemption will comply
with Article 3 of the Indenture.

         If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of and accrued and unpaid interest on all the Notes
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under the
Indenture of the Company and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

         No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight of the
Indenture, of the Indenture, shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the register of
Securities, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for that purpose, initially
designated to be the Corporate Trust Office of the Trustee in Los Angeles,
California, or at such additional offices or agencies as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


                                        14


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         No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 2.11, 3.6, 9.5 or 10.3 of the Indenture, not involving any transfer).

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York of the United States of
America.

     All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


                                        15


<Page>





                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of the within Note, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM  -        as tenants in common
TEN ENT  -        as tenants by the entireties
JT TEN   -        as joint tenants with right of survivorship
                  and not as tenants in common

UNIF GIFT MIN

ACT_______Custodian_______
                       (Cust.)

         (Minor)

Under Uniform Gifts to Minors Act


------------------------
         (State)


         Additional abbreviations may also be used though not in the above list.

                              --------------------------


                                        16


<Page>





       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please Insert Social Security or Other
Identifying Number of Assignee
+--------------------------+
         -       -
+--------------------------+

-------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address, Including Postal Zip Code of
Assignee)

-------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing

______________________________________________________attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.



Dated:_______________                       Signature:_________________________

NOTICE:           The signature to this assignment must correspond with the name
                  as it appears upon the face of the within Note in every
                  particular, without alteration or enlargement or any change
                  whatever.



                                        17

<Page>

                                    EXHIBIT B

                            SPECIMEN THREE-YEAR NOTE

         Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

REGISTERED                                                          REGISTERED
                             THE WALT DISNEY COMPANY

                    4.50% Global Note due September 15, 2004

NO. R                        Principal Amount:  U.S. $

                                                             CUSIP: 254687AR7

         The Walt Disney Company, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to                        , or
registered assigns, the principal sum of

DOLLARS on September 15, 2004 and to pay interest thereon from September 24,
2001 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for semiannually in arrears on March 15 and September 15,
in each year, commencing on March 15, 2002, and at Maturity, at the rate of
4.50% per annum, until the principal hereof is paid or made available for
payment. Interest on this Note shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (as defined herein), be paid to the Person in whose name this Note (as
defined herein) (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date, which shall be the 15th day
(whether or not a Business Day) immediately preceding such Interest Payment
Date. Except as otherwise provided in the Indenture, any such interest not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest") will forthwith cease to be payable to the Person who was
the Holder on the Regular Record



<Page>


Date with respect to such Interest Payment Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice of which shall
be given to Holders of Notes not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Payment of the
principal and interest on this Note will be made at the office or agency of
the Company maintained for that purpose, initially designated to be the
Corporate Trust Office of the Trustee in Los Angeles, California, and at any
additional offices or agencies maintained by the Company for such purpose, in
such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; PROVIDED,
HOWEVER, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the register of Securities, and PROVIDED, FURTHER, that the
Holder of this Note (if such Holder holds $10,000,000 or more in aggregate
principal amount of the Notes) shall be entitled to receive payments of
interest on this Note by wire transfer of immediately available funds, if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable Interest Payment Date.

         Reference is hereby made to the further provisions of this Note set
forth herein, which further provisions shall for all proposes have the same
effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee or its duly appointed authenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                        19


<Page>


     IN WITNESS WHEREOF, The Walt Disney Company has caused this instrument to
be signed by the manual signature of its Chairman of the Board, one of its Vice-
Chairmen, its President or one of its Vice Presidents, or the Treasurer or any
Assistant Treasurer, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries.


                                                  THE WALT DISNEY COMPANY
     (SEAL)
                                                  By:__________________________
                                                       Christine M. McCarthy
                                                       Senior Vice President
                                                       and Treasurer


ATTEST:


By:______________________
     Marsha L. Reed
     Vice President and Secretary



Dated:  September 24, 2001


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes of the series designated herein referred to in
the within-mentioned Indenture.

WELLS FARGO BANK, N.A., as Trustee



By:_______________________
     Authorized Signatory


                                        20


<Page>


                             THE WALT DISNEY COMPANY
                    4.50% GLOBAL NOTES DUE SEPTEMBER 15, 2004

         This Note is one of a duly authorized issue of Securities of the
Company (which term includes any successor corporation under the Indenture
hereinafter referred to), issued and to be issued pursuant to such Indenture.
This Note is one of a series of Securities designated by the Company as its
4.50% Global Notes due September 15, 2004 (herein called the "Notes"), initially
limited in aggregate principal amount to $500,000,000. The series may be
reopened subsequent to the issuance of the Notes and additional Securities
issued. Any Securities issued pursuant to such reopening shall be consolidated
with the outstanding Notes as a single series. The Indenture does not limit the
aggregate principal amount of the Securities.

         The Company issued this Note pursuant to an Indenture, dated as of
September 24, 2001 (herein called the "Indenture"), between the Company and
Wells Fargo Bank, N.A., a national banking association, as Trustee (which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.

         The Notes are issuable in registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of any
authorized denomination, as requested by the Holder surrendering the same, upon
surrender of the Note or Notes to be exchanged at any office or agency described
below where the Notes may be presented for registration of transfer.

         This Note may not be redeemed by the Company prior to maturity and is
not entitled to any mandatory redemption or sinking fund payments, except under
certain circumstances relating to the obligation of the Company to pay
Additional Amounts (as defined herein). The Company will, subject to certain
exceptions and limitations, pay to any the Holder of this Note who is a United
States Alien, as additional interest, such amounts ("Additional Amounts") as may
be necessary in order that every net payment on this Note (including payment of
the principal of this Note and interest thereon) by the Company or a Paying
Agent, after deduction or withholding for or on account of any present or future
tax, assessment or other governmental charge imposed upon or as a result of such
payment by the United States (or any political subdivision or taxing authority
thereof or therein), will not be less than the amount provided herein to be then
due and payable. Subject to certain exceptions and the satisfaction of certain
conditions, if (a) under certain circumstances the Company becomes or will
become obligated to pay


                                        21


<Page>


Additional Amounts or (b) any act is taken by a taxing authority of the United
States on or after September 24, 2001 that results in a substantial likelihood
that the Company will or may be required to pay such Additional Amounts, then
the Company may, at its option, redeem, as a whole, but not in part, the Notes
on not less than 30 nor more than 60 days' prior notice, at a redemption price
equal to 100% of their principal amount, together with interest accrued thereon
to the date fixed for redemption. Any such redemption will comply with Article 3
 of the Indenture.

         If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of and accrued and unpaid interest on all the Notes
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under the
Indenture of the Company and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

         No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight of the
Indenture, of the Indenture, shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the register of
Securities, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for that purpose, initially
designated to be the Corporate Trust Office of the Trustee in Los Angeles,
California, or at such additional offices or agencies as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


                                        22


<Page>


         No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 2.11, 3.6, 9.5 or 10.3 of the Indenture, not involving any transfer).

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York of the United States of
America.

         All undefined terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                                        23


<Page>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of the within Note, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM  -        as tenants in common
TEN ENT  -        as tenants by the entireties
JT TEN   -        as joint tenants with right of survivorship
                  and not as tenants in common

UNIF GIFT MIN

ACT_______Custodian_______
                       (Cust.)

         (Minor)

Under Uniform Gifts to Minors Act


-------------------
     (State)


         Additional abbreviations may also be used though not in the above list.

                                  ------------------------


                                        24


<Page>


          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please Insert Social Security or Other
Identifying Number of Assignee
--------------------------
         -       -
--------------------------


-------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address, Including Postal Zip Code of
Assignee)




-------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing

______________________________________________________attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.



Dated:_______________                       Signature:_________________________

NOTICE:           The signature to this assignment must correspond with the name
                  as it appears upon the face of the within Note in every
                  particular, without alteration or enlargement or any change
                  whatever.


                                        25