Comcast, the nation's biggest cable systems operator, said it also would assume $11.9 billion in Disney debt.
Comcast's proposal was made as Eisner is fending off criticism from former board members Roy E. Disney, nephew of founder Walt Disney, and Stanley E. Gold about his performance and lack of a succession plan as Disney's chief executive.
Comcast said Eisner declined earlier this week to discuss a possible merger.
"This is a very exciting moment," Comcast chief executive Brian Roberts said in a conference call with investors and analysts. Roberts said the combination "would create one of the world's premier entertainment and communications companies, and, we believe, restore the Disney brand to prominence and the company to growth."
Noting that the offer for Disney had already been rejected by Eisner, an analyst asked Roberts what would come next. "The ball's in Disney's court," Roberts replied.
Calls to Disney representatives Zenia Mucha, Michelle Bergman and John Spelich were not returned. Michael Citrick, spokesman for Roy Disney and Gold, declined to comment.
Disney and Comcast together had $45 billion in revenues last year. Time Warner Inc.'s $39.6 billion in revenues last year made it the world's largest media and communications company.
Paul Kim, senior media analyst at Tradition Asiel Securities, said that while Roberts' bid for Disney was not surprising, the timing was.
"It's going for the jugular," he said. "He is using this vulnerable time to force Disney's hand."
Kim also said Comcast is basically a cable company, and might be biting off more than it can chew. "I think they underestimate the complexity of being a broad-based media company," he said.
Comcast released a letter sent to Eisner indicating that Eisner had personally rejected Roberts' offer to enter into merger discussions earlier in the week. Roberts' letter called Eisner's refusal "unfortunate."
"Given this, the only way for us to proceed is to make a public proposal directly to you and your board," the letter stated.
On Comcast's conference call, Steve Burke, head of the company's cable division, told investors that Comcast believed it could greatly improve the performance of several of Disney's key businesses, including ABC, the ABC Family channel, animation and theme parks.
"We think job one is restoring the company to its previous levels of profitability," said Burke, who had worked at Disney for 12 years.
Under the merger, Comcast said it would issue 0.78 of a share of its Class A stock for each Disney share, and Disney shareholders would retain 42 percent of the combined company.
The deal values each Disney share at $26.49, a 10 percent premium over their closing price Tuesday.
In a sign that investors expect a nasty fight, Disney's shares shot up $3.36, or 14 percent, to $27.44 in heavy midmorning trading on the New York Stock Exchange, well above Comcast's current offer. Comcast's Class A shares tumbled $3.14, or 9 percent, to $30.79 on the Nasdaq Stock Market.
Philadelphia-based Comcast merged with AT&T Broadband in November 2002, making it the nation's largest cable TV company with 21 million subscribers. The company noted that merger in its sales pitch Wednesday.
"Our management team has a proven track record of successful integration of our merger partners," Roberts said.
Comcast also has extensive holdings in media content providers, with majority stakes in Comcast-Spectacor, the owner of the Philadelphia Flyers and 76ers; Comcast SportsNet; E! Entertainment Television; the Style Network; Golf Channel; Outdoor Life Network; and G4.
Separately, Comcast reported Wednesday that it swung to a profit of $383 million, or 17 cents per share, for the quarter ending Dec. 31 thanks to continued strong demand for its digital cable and high-speed Internet services. Revenues jumped 58 percent to $4.74 billion.
Last year, Roy Disney, the last Disney family member active in the company that his father and uncle founded in the 1920s, and Gold had called on Eisner to resign, saying he was to blame for a tumbling stock price, embarrassing management missteps and a focus on short-term profits over the company's core mission.
But others credit Eisner with turning a sleepy theme park company and also-ran movie studio into a major media conglomerate.
