CNBC said that what would remain at Fox, controlled by Rupert Murdoch and his sons, would be a company focused on news and sports.
The report said the talks took place over the last few weeks. There is no certainty a deal will be made.
The deal would give Disney more movie study and TV production assets at a time when the company is preparing to go direct-to-consumer to better compete with Netflix and other internet entertainment companies, according to CNBC.
Disney would not be able to buy the Fox Broadcasting Co. or its owned and operating stations, or its Fox News operations. Fox would also keep its sports programming business, in part because any combination with ESPN would be seen as anti-competitive, CNBC said.