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���������ֳ�-Washington, D.C.-April 28, 2005: ���������ֳ� assigns an 'A-' rating to Reedy Creek Improvement District, FL's (the district) approximately $107.3 million utilities revenue bonds, consisting of:

--$26.96 million utilities revenue bonds, series 2005-1;

--$80.4 million utilities revenue refunding bonds,
series 2005-2.

The current offering, expected to be insured, is scheduled to sell by negotiation with a syndicate led by UBS Financial Services Inc. on or about May 4. ���������ֳ� also affirms the 'A-' rating on $315.2 million unrefunded outstanding utilities revenue bonds. The Rating Outlook is revised to Stable from Negative.

At this time ���������ֳ� also affirms the 'A-' rating and revises the Rating Outlook to Stable on the district's separately secured ad valorem tax bonds (see separately issued press release from today).

The 'A-' rating on the utilities revenue bonds reflects adequate financial results, with demonstrated and anticipated debt service coverage expected to include a reasonable safety margin above recently weakened bond covenants. The district benefits from strong controls over its service territory and sole rate-making power, which it exercises in a regular and timely fashion. Offsetting risks include an unrestricted cash position that is low for the rating category and a revenue base that is highly concentrated in one corporate customer, The Walt Disney Co. (Disney). The district's ratings are higher than the ratings on Disney (currently rated 'BBB+' by ���������ֳ� with a Stable Outlook), due to the importance of the theme park and resort segment to Disney's financial operations, along with the district's adequate financial position.

The Outlook revision to Stable is primarily based on the steady recovery of visitation to the Walt Disney World theme parks and its resort hotels, leading to greater utilization of utility services, and the improving credit profile of Disney. ���������ֳ� believes that moderate projected growth in demand, the recent approval of a five-year energy supply contract, and limited capital needs on the existing system will allow the district to continue making modest adjustments to rates to maintain coverage at or better than 1.2 times (x), above the rate covenant of 1.1x.

The district's primary purpose is to provide utility services to the Walt Disney World Resort Complex (the complex). The district is governed by a five-member board of supervisors elected by the district's land-owners. Disney owns 69% of the land and is responsible for 87% of the property taxes and 85% of utility system revenues in the district. The district's combined utility system supplies the complex with electricity, chilled water, wastewater, natural gas, solid waste services, water, hot water, and reclaimed water. Revenues from electric sales account for 54% of system revenues, followed by chilled water (12%), wastewater (12%), natural gas (8%), and solid waste (5%).

The bonds are secured by net revenues of the system. Electric generation sources include a mix of owned (24%) and purchased (76%) power. The peak demand in fiscal 2004 was 5.5% higher than in fiscal 2001 (Sept. 30 fiscal year-end). The district purchases most of its power from the Orlando Utilities Commission through a contract extending until 2005. The district has signed an agreement with Progress Energy to deliver the majority of its power from 2006-2010. The district has an option on a 9% share of an 800 mega-watt, coal-fired plant being considered by Florida Municipal Power to diversify its power-sourcing away from exclusively natural gas.

Fiscal 2004 coverage of annual debt service by pledged utility system revenues is an adequate 1.16x, although it has declined from the 1.5x range in fiscal 1999. An average rate increase of 3.65% for fiscal 2005, along with a mid-year adjustment of 5% for the gas utility, is anticipated to generate coverage of approximately 1.27x at year-end. Cash levels are low, with approximately 44 days of unrestricted cash on hand in fiscal 2004. The district's board of supervisors can raise rates as needed on a monthly basis, thus providing increased financial flexibility. The system is highly leveraged, with debt to net plant equal to 125% in fiscal 2004. The district continues to operate the general fund with ample reserves. In fiscal 2004, the unreserved general fund balance of $15.7 million equaled a solid 40% of general fund spending.

New money bond proceeds from this issuance will finance electric reliability projects and water and wastewater system improvements and extensions. Refunding bond proceeds will advance refund $78.7 of outstanding revenue bonds for net present value savings estimated at 3.7% of refunded par.

Contact: Joseph D. Mason +1-703-245-3068, McLean or Chloe Weil +1-212-908-0574, New York.

Media Relations: Christine Pollak +1-212-908-0526, New York