Programming Agreement - The Walt Disney Co. and Capital Cities/ABC Inc.


          [Letterhead of The Walt Disney Company]


July 31, 1995

Mr. Thomas Murphy
Chief Executive Officer
Capital Cities/ABC Inc.
77 West 66th Street
New York, New York  10023-6298

                    PROGRAMMING AGREEMENT

Dear Tom:

          This letter will summarize the agreement reached
today between The Walt Disney Company ("Disney") and Capital
Cities/ABC Inc. ("ABC") with respect to the establishment of
a strategic alliance for the production of television
programming for the ABC network.

          The purpose of the alliance will be to enhance the
overall program offering of the ABC network by providing ABC
with access to Disney programming on an ongoing basis,
subject to the provisions of this Agreement.  The key
components of this relationship are:

          (1)  SATURDAY MORNING PROGRAMMING


          During each of the three ABC programming seasons
commencing with the Fall 1996 season (or, at Disney's
option, the Fall 1997 season), Disney shall provide to ABC,
and ABC shall present, subject to pre-existing ABC
commitments, a full slate of Saturday morning (8 a.m. to
noon) programming designed for the children's market,
consisting of Disney-produced programs, including animation,
and programming acquired by Disney from third parties. 
Disney shall create an overall programming environment for
this time period with a distinctive identity and
interstitial material reflecting Disney standards of
quality.  Such programming shall, to the extent required by
the network, conform to the needs of the network to provide
affiliates with programming responsive to the affiliates'
obligation to air qualifying children's programming pursuant
to FCC regulations.  


          (2)  MAGICAL WORLD OF DISNEY


          During each of the three ABC programming seasons
commencing with the Fall 1996 season, Disney shall provide
to ABC, and ABC shall present, a weekly one-hour Disney-
themed program to be presented under the name "Magical World
of Disney" or a similar name reasonably acceptable to both
parties.  ABC shall run the program in a prime-time time
slot determined by ABC after consultation with Disney.

          (3)  SPECIALS


          During each of the three ABC programming seasons
commencing with the Fall 1996 season, Disney shall provide
to ABC, and ABC shall present, three prime-time specials,
each being at least 60 minutes in length and presented in a
time slot determined by ABC after consultation with Disney,
featuring Disney-themed materials (e.g., "The Making of
Pocahontas" or "Disneyland's 40th Anniversary").  

          All programs provided to ABC pursuant to this
Agreement shall be so provided (a) subject to ABC's ultimate
creative approval of content; provided that in the event any
Disney program is disapproved, or a program series is
cancelled, Disney shall have the right to provide, and ABC
shall present, substitute programming subject to such
approval; and (b) on terms and conditions consistent with
then-prevailing industry standards for comparable programs
(including ABC's Standards and Practices requirements). 
Each party agrees to enter into definitive programming
agreements with respect to such programs giving effect to
such terms and conditions.  

          This Agreement shall be terminable (a) by ABC, by
written notice to Disney delivered within 60 days following
any termination by ABC of the Agreement and Plan of
Reorganization, dated as of the date hereof, between Disney
and ABC (the "Reorganization Agreement"), authorized by the
Reorganization Agreement in the event that (i) Disney does
not obtain approval of the FCC to consummate the
transactions contemplated by the Reorganization Agreement or
(ii) ABC's or Disney's shareholders do not approve the
transactions contemplated by the Reorganization Agreement in
a shareholder vote thereon, (iii) failure to meet a
condition in Section 8.1 or 8.2 of the Reorganization


Agreement that gives ABC a right of termination of the
Reorganization Agreement or (iv) termination under Section
9.1, 9.2 or 9.3(b) or (c) of the Reorganization Agreement,
and (b) by Disney, by written notice following any other
authorized termination of the Reorganization Agreement,
delivered to ABC no later than 90 days prior to the next
scheduled first-run broadcast of the programs described in
paragraphs (2) and (3) above or 180 days prior to the next
scheduled first-run broadcast of the programs described in
paragraph (1), whichever is earlier.  

          If the foregoing correctly reflects your
understanding of our agreement, please so indicate by
countersigning the enclosed copy of this letter whereupon
this letter shall constitute a binding agreement between
Disney and ABC.

Very truly yours,

/s/ Michael D. Eisner









Acknowledged and agreed
as of the date first above written.

CAPITAL CITIES/ABC INC.



By: /s/ Thomas S. Murphy
    -----------------------
    Thomas Murphy
    Chief Executive Officer