Michael D. Eisner, chairman of the Walt Disney Company, today named Robert A. Iger as his second-in-command in a reorganization of Disney's top management.

In appointing Mr. Iger as Disney's president and chief operating officer, Mr. Eisner sent a clear signal that he viewed the 48-year-old chairman of the Disney-owned ABC Group as a potential heir running the Disney empire. Mr. Iger has been president of Disney International and has been responsible for Disney's broadcasting and cable operations, as well as its radio and television stations.

The succession issue at Disney has bothered Wall Street and shareholders since Mr. Eisner's heart surgery in 1994 and the death of his longtime No. 2, Frank Wells, in a helicopter crash in the same year. Mr. Eisner sought to replace him with Michael Ovitz, the former agent, but he was dismissed after 16 months in 1996.

Since then Disney has had an exodus of potential heirs, including the former chief financial officers, Stephen Bollenbach and Richard Nanula, the former ABC executives Geraldine Laybourne and Steve Burke, and Joe Roth, the former chairman of Disney studios, who left last month.

Mr. Eisner, who promoted several other Disney executives today, made it evident that the new job was a test for Mr. Iger.

''This is the first step in shuffling the chairs at court,'' said Christopher Dixon, an entertainment analyst at Paine Webber. ''The challenge for Bob is to demonstrate that he can manage the very strong individual unit heads and implement the strategy of the board and Michael Eisner.''

Mr. Eisner's decision to name Mr. Iger, a silken, charming and well-liked executive, came after a troubled year of executive defections at Disney and stagnant stock prices. The company has been besieged by slumping home video earnings, declines in licensing and merchandising and a drop-off in store sales.

But Disney today posted some positive financial news. With strong performances from its theme parks, broadcasting and cable operations -- including the No. 1 television show in the nation, ''Who Wants to Be a Millionaire,'' and the hit film sequel, ''Toy Story 2'' -- Disney posted a 9 percent rise in fiscal first-quarter profits. This excluded the company's Go.com Internet business, which is expected to post a loss. Revenue rose 5 percent, to $6.8 billion. Operating income increased 8 percent, to $1.1 billion.

Disney's stock fell 31.25 cents, to $32.125, on the New York Stock Exchange, but jumped in after-hours trading. The announcements came after trading ended.

Asked about the succession issue, Mr. Eisner, who is 57, said in an interview that the appointment of Mr. Iger ''was not about that at all.''

Mr. Eisner said, ''I guess the media may make something out of it, but my view is we needed a president and chief operating officer and that job should be on the board of directors.''

''Nobody in America is better trained for this job than Bob,'' said Mr. Eisner. He said Mr. Iger would serve as his ''partner'' at Disney, and that the two men had been discussing the new job for about two years. He said Mr. Iger had played a central role in the integration of ABC into the Disney organization, after Disney's $19 billion merger with Cap Cities, which owned ABC.

In recent months, Mr. Eisner said, ''it became apparent that I needed Bob.'' He added: ''ABC was strong. We had consolidated the Disney studio and ABC. ABC was strong in management and performance, and selfishly I wanted Bob at that point.''

Mr. Eisner also announced the promotion of Disney's chief strategic officer, Peter Murphy, and the chief financial officer, Thomas O. Staggs, to senior executive vice presidents. They will become members of a new executive committee that will include Mr. Eisner, Mr. Iger, the Disney vice chairman Stanford M. Litvack and heads of individual business units.

Under the new corporate structure, Mr. Murphy will report to Mr. Eisner and Mr. Iger. But the vice chairman, Roy E. Disney, Mr. Litvack and Mr. Staggs will report to Mr. Eisner.

Mr. Iger, asked about the challenges he faced, declined to discuss too many specifics about the new job. ''I'd be wrong to say it wasn't a big challenge,'' he said. ''But I can't point to any one specific direction. There are ongoing challenges, but I don't view this as daunting.''

For his part, Mr. Eisner said that Disney's involvement with digital technology was a factor in Mr. Iger's appointment. ''We have to define where we'll be in the digital age,'' Mr. Eisner said. ''As far as strategy and maintenance of what we have, Bob will be the key planner in this.''

Mr. Eisner, who also spoke to financial analysts today, cautioned them that he maintained conservative expectations for the year. But he added, ''It's nice to start 2000 on a positive note.'' Disney's strong profits were paced, in part, by the ABC and ESPN-TV divisions that Mr. Iger had overseen.

Mr. Eisner also sought to end speculation that Disney might merge with an Internet company, like Time Warner Inc. and America Online seek to do.

''I don't feel the need for anything but being independent,'' said Mr. Eisner. ''We are big enough.''

Financial analysts said this evening that the Iger appointment was a positive one for Disney, but that Mr. Eisner's aggressive personality and his seeming reluctance to yield too much power makes the No. 2 position difficult. But strengthening management at Disney was crucial, the analysts said.

''The dynamic world of media and online opportunities is changing so rapidly that Disney needs to have a stronger senior management footprint to capitalize on these changes,'' said Jill Krutick, an entertainment analyst at Salomon Smith Barney.

Ms. Krutick said, ''Being president doesn't mean Iger's the definite successor.'' She added: ''He certainly looks like he has a much better shot. But everyone's being constantly tested and performance is what counts.''

Photo: Robert Iger has become second-in-command to Michael Eisner at Disney. (Reuters)