END OF EISNER ERA? TUMULT BUILDS AROUND FIRM'S LONGTIME CEO.

Byline: Greg Hernandez Staff Writer

BURBANK - A confident Michael D. Eisner rode through the gates of an ailing Walt Disney Co. as a white knight in 1984, charged with leading the company after a hostile takeover bid.

Twenty years later, the Disney chairman, who will be 62 next month, could end up exiting through those same gates as he faces a hostile takeover bid even as other forces have him under siege and in need of a white knight himself, several media analysts and investors speculated Wednesday.

They said Comcast Corp.'s effort to buy Disney could spell the beginning of the end of Eisner's reign even if the transaction doesn't ultimately come to fruition.

``It could be the end of the Eisner era - if not immediately, then in the near future - with a new person as chief executive of Disney,'' said Anthony Sabino, associate professor of law and business at St. John's University in New York.

Eisner, who barely addressed the Comcast offer Wednesday, has seen his woes grow exponentially in recent weeks even as the company's financial results improve and its stock price climbs.

In addition to the Comcast bid, the Disney chief executive suffered a major blow when Pixar Animation Studios broke off contract extension talks with Disney last month even as he faces an effort to oust him by former directors Roy Disney - nephew of the company's founder - and Stanley Gold.

Some believe that losing the lucrative Pixar partnership that has yielded the hits ``Finding Nemo,'' ``Monsters, Inc.,'' ``Toy Story,'' ``A Bug's Life'' and ``Toy Story 2'' could be a crucial blow to Disney's bottom line in years to come since the films have grossed in excess of $2.5 billion worldwide.

Negotiations between the two companies had been rocky for months, with Pixar seeking more favorable terms, but many believed a deal would ultimately be reached. Worse for Eisner was that the discord between he and Pixar Chief Executive Officer Steve Jobs seemed personal.

Jobs even took some direct swipes at Eisner last week, pointing out Eisner's initial skepticism that box office and home-video sensation ``Finding Nemo'' would be a hit. Jobs also bluntly called some of Disney's recent films ``duds'' and ``embarrassing.''

``I think Eisner is definitely vulnerable,'' said media analyst David Joyce of Miami-based Guzman and Co. ``He's been the main headline risk for the company especially since the resignations of Gold and Disney.''

So Eisner is not only faced with the task of shoring up Disney's animation division, but he must do so amid a campaign for his ouster that is being led by Disney and Gold.

The pair are not only lobbying for Eisner's contract not to be extended beyond 2006, they are urging shareholders not to re-elect Eisner to Disney's board of directors at its annual meeting next month.

Gold and Disney got an ally Wednesday when Institutional Shareholder Services, which makes recommendations on proxy votes, urged shareholders to vote against re-electing Eisner to the Disney board.

The tumult comes almost 20 years to the day that Roy Disney, disenchanted with the management of the company by Walt Disney's son-in-law Ron W. Miller, raised the issue of Disney's leadership. This emboldened Saul J. Steinberg to make a tender offer for 49 percent of the company.

Competing bids were made and at the end of the day, Miller was forced out of management and Roy Disney engineered the appointment of Eisner, then head of Paramount Pictures.

``Just the way Roy brought in Eisner 20 years ago, history repeats itself as Roy, now disenchanted with Eisner's stewardship of the company, is seeking to remove him,'' Sabino said.

Greg Hernandez, [phone]

greg.hernandez(at)dailynews.com

THE MAN BEHIND THE MOUSE

Michael D. Eisner

BORN - March 7, 1942, in Mount Kisco, N.Y.

EDUCATION - Bachelor's degrees in English literature and theater from Lawrenceville School in New Jersey in 1960 and Denison University in Ohio in 1964.

CAREER - Began at ABC in 1966, and was named vice president of daytime programming in 1971. As senior vice president for prime-time production and development, promoted programs including ``Happy Days,'' ``Welcome Back Kotter'' and ``Starsky and Hutch.'' Became president and chief operating officer of Paramount Pictures in 1977 and in 1984 was named chief executive officer and chairman of The Walt Disney Co.

FAMILY - Wife, Jane. They have three sons: Breck, Eric and Anders.

COMCAST

Excepts of the letter Comcast President and Chief Executive Officer Brian L. Roberts sent to Disney Wednesday.

Dear Michael:

I am writing following our conversation earlier this week in which I proposed that we enter into discussions to merge Disney and Comcast to create a premier entertainment and communications company. It is unfortunate that you are not willing to do so. Given this, the only way for us to proceed is to make a public proposal directly to you and your Board.

The combined company would be uniquely positioned to take advantage of an extraordinary collection of assets. Together, we would unite the country's premier cable provider with Disney's leading filmed entertainment, media networks and theme park properties.

We have analyzed the issues associated with regulatory approval and are confident that all necessary approvals can be obtained in a timely fashion.

We hope that the Disney Board will pursue the opportunity that this proposed combination presents to your shareholders.

Very truly yours,

Brian L. Roberts

President and Chief Executive Officer

Cc: Board of Directors, The Walt Disney Company

CAPTION(S):

photo, 2 boxes

Photo:

Michael Eisner, CEO and chairman of The Walt Disney Co., delivers the earnings report for the company last year. Eisner's leadership of the company is coming under increasing attack.

Scott Audette/Associated Press

Box:

(1) THE MAN BEHIND THE MOUSE (see text)

(2) COMCAST (see text)