SecProbe.io

CORRESP
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July 13, 2005

Mr. David R. Humphrey

Accounting Branch Chief

United States Securities and Exchange
Commission

Washington, D.C.   20549

  Re:

  Euro Disney S.C.A.

  Form 20-F for Fiscal Year Ended September 30, 2004

  Filed January 14, 2005

  File No. 33-79548

Dear Mr. Humphrey:

Thank you for your letter of June 23, 2005
regarding the Form 20-F of Euro Disney S.C.A. (the “Company”).  We have thoroughly reviewed and considered
the staff’s comments and contained herein is our official response.

Financial Statements and MD&A

For comments 2 and 3, we will revise in
future filings as appropriate.

With regard to comment 1, we believe that our
presentation of a non-GAAP measure is expressly permitted under the guidelines
of the Autorité des Marches Financiers (the “AMF”), as published by the AMF’s
predecessor, Commission des Opérations de Bourse (the “COB”).

The AMF requirements for the use of a
non-GAAP measure, with which we have complied, are that the information must be
precisely defined, justified, consistently applied, coherent with the accounts
presented and compared with the prior year.
Additionally, the presentation of the non-GAAP measure should not be in
place of a GAAP presentation.

As you are aware, SEC Final Rule - Conditions
for Use of Non-GAAP Financial Measures (Release no. 33-8176) allows foreign
private issuers the use of a non-GAAP financial measure in the Form 20-F that
would otherwise be prohibited provided the use is expressly permitted by the
foreign GAAP standard-setter, and the measure is included in the foreign
private issuer’s annual report in its home country market.

As the use of our non-GAAP measure is
expressly permitted by the AMF, and has been used in the same manner as in the
Company’s Reference Document for fiscal year 2004 filed in France with the AMF,
we believe that the Company’s use of its non-GAAP measure is allowed based on
the exemption contained in the SEC’s Final Rule.

We further note that the AMF thoroughly
reviewed the Company’s Reference Document as part of the process of obtaining
their approval to make the document effective and accepted the Company’s
defined non-GAAP financial measurement.

In addition to our qualification for
exemption from the SEC’s specific guidelines for non-GAAP financial measures,
we believe that our presentation inclusive of the non-GAAP measure has been a
meaningful evaluation of operating performance.

While we use GAAP measurements to evaluate
our results, we also use our defined non-GAAP measure, as it provides useful
information.  As we disclosed in the
MD&A, the change in French rules that required us to consolidate ad hoc
financing companies resulted in a substantial change in depreciation and
amortization as well as financial charges and minority interest.  This change emphasized the impact of items
over which current operating management has little control that are largely the
result of historic decisions regarding investments and financing.  (Note:
income taxes are not a significant issue for the Company due to
substantial net operating loss carryforwards.)
Accordingly, as a supplemental analysis, we look at our defined EBITDA
to provide insight into how current management is performing in relation to the
elements of the income statement over which current management has substantial
influence.

We also note that our presentation was done
with the sole purpose of facilitating a reasonable analysis of our results. It
has not been used to indicate valuation, liquidity or comparability with other
entities.  It is simply a grouping of
specific components of the results of operations for the purpose of discussion
and analysis.  We do not believe the use
of the non-GAAP measure has been misleading in any respect.

In addition, we believe that excluding
exceptional items from our defined EBITDA was reasonable, as French GAAP
mandates the separation of exceptional items from the regular operating results
on the face of the income statement.  We
therefore believe it was appropriate to analyze our results with respect to
this convention, and to separately discuss the exceptional items within the
report.  Such method of breaking down the
income statement for discussion and analysis also facilitated the ease with
which a reader can reconcile our non-GAAP measure with the income statement.

In conclusion, we believe that our use of the
defined EBITDA is consistent with the applicable rules and regulations of the
SEC.  However, in light of the staff’s
concerns, we plan to not utilize this non-GAAP measure in future filings, but
will instead tie the discussions to the specific income statement line items
being discussed.

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Other

We
acknowledge that:

•                  the Company is responsible for the adequacy and
accuracy of the disclosure in our filings;

•                  staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filing; and

•                  the Company may not assert staff comments as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In closing, if you have any questions,
comments or require additional information, please do not hesitate to call me
at (33)1 64 74 55 77.  You can also
contact our Controller and Chief Accounting Officer, Kyle Bradshaw, at (33)1 64
74 52 58.

  Sincerely,

  By:

  /s/ JEFFREY R. SPEED

  Name:

  Jeffrey R. Speed

  Title:

  Senior Vice-President and Chief

  Financial Officer

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