NEW YORK - Comcast Corp., which made a takeover bid for Walt Disney a month ago, has been rejected twice and is now playing a waiting game. Experts say that waiting has already brought Comcast at least one win.

A month ago, on February 11, 2004, cable television operator Comcast made a takeover bid for Walt Disney, valuing the company at $48 billion. Since then, Disney's board of directors has turned down the company twice. Now Comcast is resorting to its favorite tactic: it won't raise the offer price, it will just wait.

Brian Roberts, Comcast's CEO, believes he is offering a good price for Walt Disney. He also added that he would rather turn down a takeover bid than jeopardize his company by overpricing a deal with Disney.

"If we can merge with Disney, great. If not, no big deal, life won't end," he told analysts and investors at a conference of entertainment and media companies.

On the one hand, Brian Roberts's comments are aimed at Wall Street financiers who fear that he may be getting carried away in his desire to acquire Walt Disney. Since Roberts announced that he would give 0.78 shares of Comcast for every share of Walt Disney, the company's shares have fallen by more than 11%. Meanwhile, the decline in Comcast shares automatically entails a decrease in the price of the proposed deal.

Roberts' comments are notable in another way. They come just five days after Disney's shareholders' meeting saw 43 percent of voters reject the company's CEO and chairman, Michael Eisner. "This company is going through a period," he said, "where both shareholders and the board need to figure out what their strategy is going to be."

Roberts expects shareholders to pressure Disney's board in the coming weeks to take more decisive action than simply removing Eisner as chairman, some analysts say.

Others say Comcast is in a biding-time situation: No deadline has been set and its core business is doing well. But all eyes are on Disney. If Disney's performance deteriorates or its stock price starts to fall, shareholders could pressure the board to reconsider its position on the Comcast deal, says Scott Cleland, CEO of Precursor Advisors, a research firm.

Roberts knows how to wait. In the spring of 1999, he dropped out of the battle for MediaOne Group and lost it to AT&T Broadband. In July 2001, he made a takeover bid for AT&T Broadband itself and held off until other cable operators showed interest in the unit.

As a result, in December 2001, the company made a decisive attack, raising the offer price by 24%, and carried out the merger. However, now the company's management promises that this time it will not raise the price so high - allegedly they are much less interested in Walt Disney than they were in AT&T Broadband at the time. (WSJ, 9. 03. 2004, Ekaterina Kudashkina)

Comcast knows how to wait