ORLANDO, Fla. (AP) – A bold bid by cable giant Comcast to buy out The Walt Disney Co. forces Disney’s board to make two big decisions: whether to accept the marriage proposal, and, if not, whether to fire embattled chief executive Michael Eisner.

Eisner has survived numerous calls for his ouster in his two decades at the helm. But an aggressive campaign by two former board members and the collapse of a deal with former ally Pixar may end Eisner’s career just as he is responding to critics of his combative style and delivering better results for investors.

Disney’s board needs to decide if it’s better off without him, analysts said.

“It’s the $64,000 question,” David Miller, an analyst at Sanders Morris Harris said Thursday about whether Eisner would survive. “I’m better off gambling my money away at the Bellagio.”

Eisner was hired 20 years ago – at a time when Disney faced its last takeover attempt, from corporate raiders who wanted to break up the then-tiny theme park and movie company.

In response, Disney’s board fired Walt Disney’s son-in-law Ron Miller and, at the urging of Walt’s nephew Roy E. Disney, hired Eisner and former Warner Bros. executive Frank Wells.

Today, Roy Disney and former board member Stanley Gold are campaigning for Eisner’s ouster, dissatisfied with the company’s financial performance since 1998.

Analysts say Disney will likely consider other actions before firing Eisner, including striking a defensive alliance, such as buying satellite television company EchoStar Communications. Such a move would place huge regulatory hurdles in the way of Comcast’s $54 billion bid because of Comcast’s cable television holdings. Comcast is the nation’s largest cable provider, with 21.5 million customers.

And with Eisner’s departure almost certain when his contract expires in 2006, analysts also question the wisdom of replacing Eisner now.

“You need someone who understands the consumer, understands globalization, understands the investment community and I think Michael can do that,” said Mario Gabelli, whose investment funds hold about 5 million Disney shares.

Disney executives largely ignored the Comcast bid during a series of presentations to analysts Wednesday and Thursday at Walt Disney World, seeking instead to highlight the company’s recent positive earnings and outlining plans for future growth.

When questioned, Disney board member George Mitchell defended Eisner, and dismissed a recommendation by a proxy solicitation firm, which advised shareholders to cast a protest vote against Eisner’s re-election to the board at Disney’s March 3 annual meeting. The firm criticized both Eisner’s performance and a too-cozy relationship between management and the board.

“My belief is that the specific recommendation with respect to Mr. Eisner is based upon a perception that never fully existed as described,” Mitchell said. “But to the extent that it did exist, it has been completely changed and does not reflect the current reality.”

In the past two years, Disney has shrunk its board and named several new independent members.

In his presentation Thursday, Disney president Robert Iger highlighted the experience of Disney’s management team, a seeming reference to the suggestion Wednesday by Comcast chairman Brian Roberts that he and his team could manage Disney better.

“Of the 16 executives you’ll hear from during this conference, our senior management has averaged 17 years of experience with the company,” Iger said.

Wednesday, Disney reported first-quarter earnings that beat analysts’ expectations by 10 cents per share.

Thursday, Iger repeated assertions that Disney is poised to deliver double digit growth in earnings through 2007.

“You have a huge tail wind now,” Gabelli said. “The stock has done very well.”

Shares of Disney rose another 40 cents to $28 at the end of regular trading Thursday on the New York Stock Exchange.

AP-ES-02-12-04 1857EST