Nov 7 (Reuters) - Google's YouTube said it is

open to negotiating a fair deal with Disney ( DIS ) to restore

the entertainment giant's networks to its YouTube TV pay-TV

service, while it accused Disney ( DIS ) of misrepresenting facts and

seeking higher rates than rivals and its own smaller platforms.

Disney ( DIS ) said on Friday it continues talks with YouTube TV to

bring back its networks, heading into "another sports-packed

weekend without a deal in place."

On Monday, YouTube TV proposed restoring ABC and ESPN ( DIS ), in

response to Disney's ( DIS ) request to bring back ABC for Election Day

coverage.

"Our team stands ready to make a fair agreement in line with

their deals with other distributors and we encourage Disney ( DIS ) to

come to the table and do what's best for our mutual customers,"

YouTube said in a statement to Reuters.

YouTube said Disney ( DIS ) is seeking a rate above what Charter and

DirecTV pay for the ABC networks. The video streaming service

said it is not seeking better rates, as Disney ( DIS ) claims.

The dispute centers on carriage fees, the per-subscriber

rates distributors pay to carry broadcast and cable networks.

"YouTube TV continues to insist on receiving preferential

terms that are below market and has made few concessions,"

Disney Entertainment co-chairs Dana Walden and Alan Bergman and

ESPN ( DIS ) chairman Jimmy Pitaro had said in a memo to employees on

Friday.

Disney ( DIS ) said it began talks by offering YouTube TV a "deal

that would cost less overall than the terms of our recently

expired license," and said it had offered fair terms in line

with agreements reached by other distributors since last summer.

YouTube TV, one of the largest U.S. pay-TV distributors, has

been negotiating this year with media companies that have

threatened to pull their networks from the platform.

Disney's ( DIS ) networks went dark on YouTube TV late last Thursday

after talks failed to produce a licensing deal, the companies

said in separate statements.