UPDATE 1-Disney values backdated Pixar options at $323 mln

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LOS ANGELES, April 10 (Reuters) - Walt Disney Co. (DIS.N) has offered to exchange $323 million worth of backdated Pixar Animation Studios Inc. stock options, which were the subject of an internal investigation, for higher-priced options and cash, according to a regulatory filing.

Pixar had awarded the backdated options to its employees before Disney bought it last year.

The highest possible cost to Disney for making the exchange is $33.5 million, including tax contributions, the company said on Monday in the filing with the U.S. Securities and Exchange Commission.

The filing showed that backdating at Pixar was not confined to top executives, who were not included in the exchange offer.

The exchange applies only to unexercised options that had original exercise prices that were less than fair market value on the day they were issued. Disney said it would withhold taxes from the cash payments issued to participating employees.

Disney Chairman John Pepper revealed last month that Pixar had issued backdated options, but said his company would see no financial impact from it.

Disney purchased Pixar in May in a $7.4 billion all-stock transaction.

Sanders Morris Harris analyst David Miller said the aggregate value of the backdated options was not a surprise.

"I'm not really that concerned," Miller said. "I think that this is something that Disney will settle, and this is something that will quickly go away."

Disney shares were up 6 cents at $34.97 in afternoon New York Stock Exchange trade.

The aggregate amount of $323 million, calculated under the Black-Scholes-Merton method for valuing options, assumes that all eligible options will be tendered under Disney's offer.

As of March 30, there were 15.5 million shares of Disney common stock eligible for exchange, the filing said.

((Reporting by Gina Keating, editing by Lisa Von Ahn; Reuters Messaging: gina.keating.reuters.com@reuters.net; +1 213 955 6776)) Keywords: DISNEY/OPTIONS

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