A.b.c. Enterprises, Inc. SEC Form 3/A Filed June 12, 2007

A.b.c. Enterprises, Inc. SEC Form 3/A Filed June 12, 2007

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Submission Parts

Sequence	Document Type	File Name	Description
1	SEC Form		3/A
2	SEC Form		EX-99

3/A

SEC FORM 3/A SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WALT DISNEY CO/

(Last)

(First)

(Middle)

THE WALT DISNEY COMPANY

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

CA

91521

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2007

3. Issuer Name and Ticker or Trading Symbol
ABC Radio Holdings, Inc. [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/11/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	$10	I	See⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

WALT DISNEY CO/

(Last)

(First)

(Middle)

THE WALT DISNEY COMPANY

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

CA

91521

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Disney Enterprises, Inc.

(Last)

(First)

(Middle)

THE WALT DISNEY COMPANY

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

CA

91521

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ABC Enterprises, Inc.

(Last)

(First)

(Middle)

THE WALT DISNEY COMPANY

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

CA

91521

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

(Last)

(First)

(Middle)

THE WALT DISNEY COMPANY

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

CA

91521

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ABC Holding CO Inc.

(Last)

(First)

(Middle)

THE WALT DISNEY COMPANY

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

CA

91521

(City)

(State)

(Zip)

Explanation of Responses:

1. As of the date of the event requiring this Form 3, these shares were owned directly by ABC Holding Company Inc., which is a wholly-owned subsidiary of ABC, Inc., which is a wholly-owned subsidiary of ABC Enterprises, Inc., which is a wholly-owned subsidiary of Disney Enterprises, Inc., which is a wholly-owned subsidiary of The Walt Disney Company. The Walt Disney Company, Disney Enterprises, Inc., ABC Enterprises, Inc. and ABC, Inc. are indirect beneficial owners of the reported securities.

	/s/ David Thompson, Senior Vice President-Deputy General Counsel-Corporate and Assistant Secretary	06/11/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-99

Exhibit 99

Name:		Disney Enterprises, Inc.
Address:		500 South Buena Vista Street, Burbank, CA 91521
Designated Filer:		The Walt Disney Company
Issuer:		ABC Radio Holdings, Inc.
Date of Event:		5/8/07

Signature:	/s/ David Thompson, Senior Vice President			Date:	June 11, 2007

Name:		ABC Enterprises, Inc.
Address:		500 South Buena Vista Street, Burbank, CA 91521
Designated Filer:		The Walt Disney Company
Issuer:		ABC Radio Holdings, Inc.
Date of Event:		5/8/07

Signature:	/s/ David Thompson, Senior Vice President			Date:	June 11, 2007

Name:		ABC, Inc.
Address:		500 South Buena Vista Street, Burbank, CA 91521
Designated Filer:		The Walt Disney Company
Issuer:		ABC Radio Holdings, Inc.
Date of Event:		5/8/07

Signature:	/s/ David Thompson, Vice President			Date:	June 11, 2007

Name:		ABC Holding Company Inc.
Address:		500 South Buena Vista Street, Burbank, CA 91521
Designated Filer:		The Walt Disney Company
Issuer:		ABC Radio Holdings, Inc.
Date of Event:		5/8/07

Signature:	/s/ David Thompson, Vice President			Date:	June 11, 2007

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