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NEW YORK (Reuters) - Comcast Corp. on Wednesday launched an unsolicited bid to buy Walt Disney Co. for more than $54 billion in stock to join the largest U.S. cable operator with one of the most storied U.S. media companies known for its film studio and theme parks.

Comcast, which launched the surprise bid as Disney Chief Executive Michael Eisner faces pressure from key dissident shareholders bent on ousting him, said the deal would combine the wealth of Disney's entertainment programming with Comcast's vast distribution network.

The deal is spearheaded by Comcast CEO Brian Roberts, one of the media industry's savviest dealmakers, who engineered the $72 billion takeover of AT&T Corp.'s cable assets in 2002.

"As you have expressed on several occasions, one of Disney's top priorities involves the aggressive pursuit of technological innovation that enhances how Disney's content is created and delivered," Roberts said in a letter to Eisner.

If successful, it would pit Comcast against Time Warner Inc. and News Corp. as media conglomerates.

Shares of Disney, buffeted recently by failure to renew a key contract with animated filmmaker Pixar, jumped 16 percent in premarket trading, topping the offer price, while Comcast shares fell 8 percent.

The deal would combine Disney's film studio, ABC television network, ESPN sports network and theme parks with Comcast's 21 million cable subscribers,

Comcast proposed exchanging 0.78 of a Comcast class A share for each Disney share, which values Disney at $26.47 a share and represents a 10 percent premium over Disney's share price, based on Tuesday's closing share prices.

Comcast valued the deal at $66 billion, including the assumption of $11.9 billion in debt.

Comcast said it was making its unsolicited proposal public after Disney Chief Executive Michael Eisner declined to enter discussions.

"The Disney board is under tremendous pressure from former dissident members Roy Disney and his supporters, which would indicate that the board may be receptive to this buyout offer," said Timothy Ghriskey, portfolio manager with Ghriskey Capital Partners.

"One would have to think that the Comcast bid would have to be raised significantly to get this deal done, given the lack of much premium in the current bid and a still somewhat depressed Disney stock price," he said

Former directors Roy Disney, the nephew of company founder Walt Disney, and Stanley Gold, are trying to oust Eisner, whom they accuse of mismanaging Disney over the past decade. Roy Disney has been lobbying institutional shareholders to vote against the reelection of Eisner and three other directors at the upcoming shareholders meeting early next month.

In addition, Disney recently failed to renew a lucrative film deal with Pixar Animation Studios Inc., the maker of Disney hit films "Finding Nemo" and "Toy Story," after Disney said Pixar was demanding too rich a deal.

Disney has started to fight back with a public campaign of its own, citing the film studio's No. 1 box office performance last year and its expectation for growth in earnings per share at least 30 percent this fiscal year.

A Disney meeting for institutional investors and analysts is set to begin on Wednesday in Orlando, Florida.

Comcast had used a similar "bear hug" campaign in July 2001, when it launched an unsolicited proposal to buy AT&T Corp.'s cable assets, then known as AT&T Broadband. Over a year later, it successfully closed that deal for $72 billion.