FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * IGER ROBERT A   2. Issuer Name and Ticker or Trading Symbol WALT DISNEY CO/ [DIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 500 SOUTH BUENA VISTA STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/07/2006 (Street) BURBANK, CA 91521 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Disney Common Stock 02/07/2006   M   32,700 (1) A $ 21 199,276 D   Disney Common Stock 02/07/2006   S(2)   9,800 D $ 25.8 189,476 D   Disney Common Stock 02/07/2006   S(2)   2,500 D $ 25.79 186,976 D   Disney Common Stock 02/07/2006   S(2)   2,400 D $ 25.78 184,576 D   Disney Common Stock 02/07/2006   S(2)   2,700 D $ 25.77 181,876 D   Disney Common Stock 02/07/2006   S(2)   2,500 D $ 25.76 179,376 D   Disney Common Stock 02/07/2006   S(2)   2,700 D $ 25.75 176,676 D   Disney Common Stock 02/07/2006   S(2)   5,300 D $ 25.7 171,376 D   Disney Common Stock 02/07/2006   S(2)   2,400 D $ 25.63 168,976 D   Disney Common Stock 02/07/2006   S(2)   700 D $ 25.57 168,276 D   Disney Common Stock 02/07/2006   S(2)   1,100 D $ 25.55 167,176 D   Disney Common Stock 02/07/2006   S(2)   600 D $ 25.52 166,576 D   Disney Common Stock               16,219.64 (3) I By 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right-to-Buy)

$ 21

02/07/2006

M

32,700 (1)

(4)

02/09/2006

Disney Common Stock

32,700

$ 0

640,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
IGER ROBERT A 500 SOUTH BUENA VISTA STREET BURBANK, CA 91521	X		President and CEO

Signatures

By: Joseph M. Santaniello (POA on file)		02/08/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The amount reported acquired in column 4 of Table I and in column 5 Table II represents a portion (32,700) of the total of 320,000 shares acquired (by exercise of the option reported in Table II) by the reporting person on February 7, 2006. As separate filings are required due to SEC electronic filing standards that limit the number of transactions reportable on a single form, this filing is the third of three with respect to the option. After giving effect to all three filings the number of options remaining from the grant reported on Table II is 640,000; the total number reported sold in these three filings is 320,000. After these transactions, the number of shares directly beneficially owned by the reporting person is 166,576, and the number of shares held indirectly in the reporting person's 401(k) account is 16,219.64.
(2)	The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
(3)	Shares held in The Walt Disney Company Stock Fund as of February 6, 2006. The fund is one investment option in the 401(k) Plan and contains Company matching contributions.
(4)	Options were granted under The Walt Disney Company's 1995 Stock Option Plan in a transaction exempt under Rule 16b-3. The options vested in seven equal installments on each February 9 of 1997 through 2003.

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