This paper provides an overview of the literature about Walt Disney and his many diverse enterprises. In order to show how the processes of production shape and affect the final content and form of items of popular culture, the paper first discusses some of the many technological advances achieved by the Disney studio. Disney's groundbreaking use of color and sound and his achievement of greater realism through the introduction of the illusion of depth and more precise movement were crucial factors in his studio's rapid ascension to a preeminent position among makers of animated films. It seems likely that the sheer technical brilliance and novelty of the films had as much to do with their popularity as did their content. How the internal processes of production--artists' schools, bureaucratization of the studio chain, and specialization--also affected the content and quality of Disney's popular cultural products are discussed in the second part of the paper. Merchandising and distribution also played a role in building the Disney empire. The third section provides an overview of the ways that Disney capitalized on the enormous popularity of Mickey Mouse, Donald Duck, and the characters from virtually every film he produced to set up an elaborate, and extremely lucrative system of licensing, franchising, and merchandising. The concluding section considers commentary pertaining to Disney's adaptations of classics in children's literature. The literature shows near unanimous agreement that Disney's treatment of many of the classic of children's literature has been disastrous. Some questions for further research are proposed. (Author/RM)