NO PURCHASE NECESSARY. Sweepstakes open only to legal U.S. residents. Void where prohibited by law. Sweepstakes begins August 1, 2000, and ends November 30, 2000.

There are two ways to enter the Delight Your Baby's Senses Sweepstakes: (1) Online Entry: You must be a registered Guest of Disney.com before you can enter the Sweepstakes online. To enter online, first go to the Disney Web site at www.disneylullaby.com and click on the Delight Your Baby's Senses Sweepstakes icon. If you are not a registered Guest and are 18 years or older, click on the "Register" button, complete the Official Registration Form with your first and last name, e-mail address, date of birth, ZIP code, and desired Member Name and Password, then click the "Submit" button to transmit your registration. If you are under 18 years of age, click on the "Register" button, complete the Official Registration Form with your first and last name, e-mail address, date of birth, your parent/legal guardian's e-mail address, and desired Member Name and Password. If you are already a registered Guest, click on the "Enter" button and enter your Member Name and Password. Upon completion, click on "Submit" to enter the Sweepstakes. Online entries must be received by 11:59 p.m. PT on November 30, 2000.

MINOR POLICY FOR ONLINE ENTRY: A minor may enter online only after becoming a registered Guest. Sponsor ("Walt Disney Records") will notify the parent or legal guardian by e-mail when their child has entered the Sweepstakes. Noncompliance with this requirement will result in prize forfeiture with an alternate winner selected. A minor must first obtain permission from a parent/legal guardian before registering as a Guest or entering online.

(2) Mail-in Entry: To enter by mail on a 3" x 5" card/paper, handprint your first and last name, date of birth, complete address with ZIP code, and daytime and evening phone numbers. The 3" x 5" cards should include the words "Delight Your Baby's Senses Sweepstakes." Mail in a business-size envelope to: Delight Your Baby's Senses Sweepstakes, P.O. Box 1039, Maple Plain, MN 55593-1039. Entries must be postmarked by November 30, 2000, and received by December 7, 2000.

All forms of entry are limited to one entry per person per day. Each entry by mail must be mailed in a separate envelope.

Walt Disney Records, Inc., and its agencies are not responsible for lost, interrupted, or unavailable network, server, or other connections, miscommunications, failed phone or computer hardware or software or telephone transmissions or technical failures, garbled or jumbled transmissions or other errors of any kind, whether human, mechanical, or electronic; including, without limitation, the incorrect or inaccurate capture of entry information online. Once submitted, entries become the exclusive property of Walt Disney Records, Inc., and will not be returned. Any use of robotic, automatic, programmed, or like entry methods will void all such entries by such methods and be deemed tampering. Entry material/data that has been tampered with or altered is void. ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE THE WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.

Participants entering online must provide a valid e-mail address. It is the sole responsibility of the entrant to notify Gage Marketing Group in writing if the entrant changes his/her e-mail address and/or home address. (To do so write to Gage Marketing Group, Delight Your Baby's Senses Sweepstakes Division, 10000 Highway 55, Minneapolis, MN 55441-6365.) In case of dispute as to identity of a winner who entered online, entry will be declared made by the registered user of the e-mail account, and if a prize is won and such registered user is a valid entrant, the prize will be awarded to the registered user.

Neither Sponsor, Disney Enterprises, Inc., Gage Marketing Group, Nestl� USA, Nestl� Carnation, nor any of their respective agencies are responsible for lost, late, damaged, destroyed, delayed, stolen, misdirected, incomplete, or illegible entries or postage-due mail. Once submitted, entries become the exclusive property of Walt Disney Records, Inc., and will not be returned.

Employees, directors, and officers of Walt Disney Records, Inc., Disney Enterprises, Inc., Nestl� Carnation, Gage Marketing Group, their respective parent companies, affiliates, subsidiaries, or any of their agents, advertising, promotional, and other agencies, and their immediate families (parents, siblings, children, and spouse) and persons living in the same household (whether related or not) as such employees are not eligible to enter the Sweepstakes or win a prize. Sweepstakes is subject to all applicable federal and state laws and regulations.

Winners will be selected in a random drawing from all eligible entries received. Drawing will be conducted on or about December 15, 2000, under the supervision of Gage Marketing Group, an independent judging organization, whose decisions will be final and binding in all respects. Winners will be notified by mail. Grand and first prize winners will be required to sign and return an Affidavit of Eligibility, a Liability Release, and a Publicity Release (where legal) within 14 days of prize notification. Noncompliance with this requirement may result in disqualification with an alternate winner selected at random. If prize or prize notification is returned as undeliverable, such prize will be awarded to an alternate winner. Sponsor reserves the right, at its sole discretion, to cancel the Internet portion of the Sweepstakes if it becomes corrupted in any manner, at the sole discretion of the Sponsor, so that it cannot be conducted as originally planned and select winners by random drawing from all eligible mail-in entries and all Internet entries received prior to the date/time of cancellation.

Prizes/Approximate Retail Value (ARV)/Odds of winning. Grand Prize -- One (1) winner will receive: Nestl� Infant Nutrition Products for Baby's First Year. Prize consists of coupons good for 126 canisters of Nestl� Carnation� Good Start� Infant Formula (one-year supply) and 36 canisters of Nestl� Carnation Premium Baby Cereal (six-month supply). ARV: $1,153. A year supply of Nestl� Carnation Good Start Infant Formula is based on an average 30 oz. per day of infant formula for an average-size baby over a 365-day period. One Good Start Powder canister contains 87.2 oz. (approximately eleven 8 oz. servings). Six months of Nestl� Carnation Premium Baby Cereal is based on two 1/3-cup servings per day. One Nestl� Carnation Premium Baby Cereal canister contains nine 1/3-cup servings. First Prize -- Two (2) winners will each receive: A Disney Themed Nursery. Prize consists of bedding, lamp, mobile, wall hanging, memory book, keepsake kit, plush. ARV: $650 each. Second Prize -- Five (5) winners will each receive: A Disney Catalog Shopping Spree gift certificate. ARV: $100 each. Third Prize -- One Hundred (100) winners will each receive: A Disney Lullaby CD. ARV: $13 each. Total ARV of all prizes: $4,253. Odds of winning depend on number of eligible entries received.

By participating, entrants agree to release Walt Disney Records, Inc., Disney Enterprises, Inc., Nestl� USA, Nestl� Carnation, Gage Marketing Group, and their respective parent companies, subsidiaries, and affiliates (and the directors, officers, employees, and agencies of any of the above organizations/entities) from any liability whatsoever for any injuries, losses, or damages of any kind resulting from acceptance, possession, or use/misuse of any prize or entrant's participation in the Sweepstakes.

Except where prohibited by law, by accepting a prize, winner agrees that Walt Disney Records, Inc., may use the winner's name, address (city, state), likeness, and/or prize information without limitation for advertising and promotional purposes without further compensation.

No prize transfers. Cash substitution of Grand Prize equivalent to the approximate retail value will be awarded at the Grand Prize winner's request. No prize or cash substitutes on first, second, and third prizes allowed except at Sponsor's sole discretion due to prize unavailability for any reason and only then for prize of comparable or greater value. Taxes on prizes are solely the responsibility of winner. Limit one prize per person/family/household. All prizes will be awarded, provided a sufficient number of eligible entries are received.

For the names of the prize winners send a self-addressed, stamped envelope by November 30, 2000, to: Delight Your Baby's Senses Sweepstakes, P.O. Box 1040W, Maple Plain, MN 55593-1040.

Sponsored by Walt Disney Records, Inc., 3800 West Alameda, Burbank, CA 91521.