<PAGE>
 
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1998.
                                                      REGISTRATION NO. 33-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                           DOW JONES & COMPANY, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                               ----------------
 
<TABLE>
<S>                                            <C>
                  DELAWARE                                       13-5034940
          (STATE OF INCORPORATION)                (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
 
                              200 LIBERTY STREET
                           NEW YORK, NEW YORK 10281
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
                           DOW JONES 1997 LONG TERM
                                INCENTIVE PLAN
                             (FULL TITLE OF PLAN)
 
                               ----------------
 
                               JEROME H. BAILEY
                         EXECUTIVE VICE PRESIDENT AND
                            CHIEF FINANCIAL OFFICER
 
                           DOW JONES & COMPANY, INC.
                              200 LIBERTY STREET
                           NEW YORK, NEW YORK 10281
                                 212/416-2000
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
<CAPTION>
                                                    PROPOSED        PROPOSED
                                      AMOUNT        MAXIMUM          MAXIMUM       AMOUNT OF
       TITLE OF SECURITIES             TO BE     OFFERING PRICE     AGGREGATE     REGISTRATION
        TO BE REGISTERED           REGISTERED(1)  PER SHARE(2)  OFFERING PRICE(2)    FEE(2)
----------------------------------------------------------------------------------------------
<S>                                <C>           <C>            <C>               <C>
Common Stock--par value
 $1.00 per share................     2,000,000     $48.09375       $96,187,500      $26,741
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), there is also registered such number of
    additional shares of Common Stock that may become available for purchase
    under the Dow Jones 1997 Long Term Incentive Plan in the event of certain
    changes in the outstanding shares of Common Stock, including, among other
    things, stock splits, stock dividends or similar transactions.
(2) Computed in accordance with Rule 457(h) and Rule 457(c), based upon a
    price of $48.09375 per share, the average of the high and low prices for
    the Common Stock reported in the consolidated reporting system on November
    12, 1998.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                                     PART I
 
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
ITEM 1. PLAN INFORMATION.
 
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  The documents containing the information required by these items are not
filed as part of this Registration Statement pursuant to the Note to Part I of
Form S-8.
 
                                      I-1
<PAGE>
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents are hereby incorporated herein by reference:
 
    (i) The Annual Report on Form 10-K of Dow Jones & Company, Inc. (the
  "Company") for the most recent fiscal year filed pursuant to Section 13 of
  the Securities Exchange Act of 1934;
 
    (ii) The Company's Quarterly Reports on Form 10-Q for any quarter ending
  after the most recent fiscal year filed pursuant to Section 13 of the
  Securities Exchange Act of 1934; and
 
    (iii) The description of the Common Stock of the Company, par value $1.00
  per share, contained in the Registration Statement with respect thereto
  filed on Form 8-A pursuant to the Securities Exchange Act of 1934, and the
  description of the Class B Common Stock of the Company, par value $1.00 per
  share, contained in the Registration Statement with respect thereto filed
  on Form 8-A pursuant to the Securities Exchange Act of 1934.
 
  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been sold or
which deregisters all securities registered hereunder then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
 
  Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not Applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Certain legal matters with respect to the validity of the Common Stock
registered hereby have been passed upon for the Company by Rosemary C. Spano,
Esq., Vice President/Law and Deputy General Counsel of the Company. Ms. Spano
is employed by the Company and is eligible to participate in the Dow Jones
1997 Long Term Incentive Plan.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors, employees and agents prosecuted in a criminal action
or sued in a civil action or proceeding, including, under certain
circumstances, suits by or in the right of the Company, for any expenses,
including attorneys' fees, or any liabilities which may be incurred in
consequence of such action or proceeding, under the conditions stated in that
section.
 
  Section 32 of the Company's bylaws provides for indemnification of officers
and directors to the full extent permitted by the Delaware General Corporation
Law.
 
  The Company maintains directors' and officers' liability and corporation
reimbursement insurance for the benefit of the Company and its directors and
officers. The policy provides coverage for certain amounts paid as
indemnification pursuant to the provisions of Delaware law and the Company's
bylaws.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not Applicable.
 
                                     II-1
<PAGE>
 
ITEM 8. EXHIBITS.
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
 -------                         ----------------------
 <C>     <S>
  3.1    The Restated Certificate of Incorporation of the Company, as amended,
          is hereby incorporated herein by reference to Exhibit 19.1 to its
          Form 10-Q for the quarter ended March 31, 1988.
  3.2    The Bylaws of the Company are hereby incorporated herein by reference
          to Exhibit 19.2 to its Form 10-Q for the quarter ended September 30,
          1987.
  4      Dow Jones 1997 Long Term Incentive Plan.
  5      Opinion of Rosemary C. Spano, Esq.
  23     Consent of PricewaterhouseCoopers LLP, independent accountants.
  24     Power of Attorney (included in signature pages hereto).
</TABLE>
 
ITEM 9. UNDERTAKINGS.
 
  The undersigned registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement to include any
  material information with respect to the plan of distribution not
  previously disclosed in the Registration Statement or any material change
  to such information in the Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the registrant's bylaws, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
 
                                     II-2
<PAGE>
 
                                     OTHER
 
EXPERTS.
 
  The consolidated financial statements and related financial statement
schedule included or incorporated by reference in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose reports thereon are
incorporated herein by reference. Such financial statements and schedule have
been so incorporated in reliance upon the reports of PricewaterhouseCoopers
LLP, given upon their authority as experts in auditing and accounting. The
consolidated financial statements of the Company and its subsidiaries for each
future fiscal year, and the report of the Company's independent accountants
retained for such fiscal year, will be incorporated herein by reference,
provided that such accountants have consented to the use of their reports
thereon, in reliance upon the authority of such accountants as experts in
auditing and accounting.
 
                                     II-3
<PAGE>
 
                                  SIGNATURES
 
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on November 18, 1998.
 
                                          DOW JONES & COMPANY, INC.
 
                                                    /s/ Jerome H. Bailey
                                          By __________________________________
                                                      Jerome H. Bailey
                                                Executive Vice President and
                                                  Chief Financial Officer
 
                               POWER OF ATTORNEY
 
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter R. Kann and Kenneth L. Burenga and each
of them (with full power to each of them to act alone), such person's
attorney-in-fact, each with power of substitution, for such person in any and
all capacities, to sign any amendments to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
 
  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
 1. Principal executive officer
 
<S>                                  <C>                           <C>
         /s/ Peter R. Kann           Chief Executive Officer and   November 18, 1998
  __________________________________  Director
           Peter R. Kann
 
 2. Principal financial officer
 
        /s/ Jerome H. Bailey         Executive Vice President and  November 18, 1998
____________________________________  Chief Financial Officer
          Jerome H. Bailey
 
 3. Principal accounting officer
 
        /s/ Thomas G. Hetzel         Vice President/Finance and    November 18, 1998
____________________________________  Comptroller
          Thomas G. Hetzel
        /s/ Rand V. Araskog          Director                      November 18, 1998
____________________________________
          Rand V. Araskog
      /s/ Christopher Bancroft       Director                      November 18, 1998
____________________________________
        Christopher Bancroft
      /s/  Kenneth L. Burenga        Director                      November 18, 1998
____________________________________
         Kenneth L. Burenga
</TABLE>
 
                                     II-4
<PAGE>
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
<S>                                  <C>                           <C>
      /s/ William C. Cox, Jr.        Director                      November 18, 1998
____________________________________
        William C. Cox, Jr.
          /s/ Harvey Golub           Director                      November 18, 1998
____________________________________
            Harvey Golub
         /s/ Roy A. Hammer           Director                      November 18, 1998
____________________________________
           Roy A. Hammer
          /s/ Leslie Hill            Director                      November 18, 1998
____________________________________
            Leslie Hill
    /s/ Irvine O. Hockaday, Jr.      Director                      November 18, 1998
____________________________________
      Irvine O. Hockaday, Jr.
     /s/ Vernon E. Jordan, Jr.       Director                      November 18, 1998
____________________________________
       Vernon E. Jordan, Jr.
         /s/ Peter R. Kann           Director                      November 18, 1998
____________________________________
           Peter R. Kann
         /s/ David K. P. Li          Director                      November 18, 1998
____________________________________
           David K. P. Li
        /s/ Jane C. MacElree         Director                      November 18, 1998
____________________________________
          Jane C. MacElree
       /s/ M. Peter McPherson        Director                      November 18, 1998
____________________________________
         M. Peter McPherson
        /s/ Frank N. Newman          Director                      November 18, 1998
____________________________________
          Frank N. Newman
     /s/ James H. Ottaway, Jr.       Director                      November 18, 1998
____________________________________
       James H. Ottaway, Jr.
                                     Director                      November   , 1998
____________________________________
       William C. Steere, Jr.
</TABLE>
 
 
                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT                                                           METHOD OF
 NUMBER                         DOCUMENT                             FILING
 -------                        --------                         --------------
 <C>     <S>                                                     <C>
 3.1     The Restated Certificate of Incorporation of the        Not Applicable
          Company, as amended, is hereby incorporated herein
          by reference to Exhibit 19.1 to its Form 10-Q for
          quarter ended March 31, 1988.
 3.2     The Bylaws of the Company are hereby incorporated       Not Applicable
          herein by reference to Exhibit 19.2 to its Form 10-Q
          for the quarter ended September 30, 1987.
 4       Dow Jones 1997 Long Term Incentive Plan.                  Electronic
 5       Opinion of Rosemary C. Spano, Esq.                        Electronic
 23      Consent of PricewaterhouseCoopers LLP, independent        Electronic
          accountants.
 24      Power of Attorney (included in signature pages            Electronic
         hereto).
</TABLE>
 
                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19189}]
{"company-data": {"conformed-name": "DOW JONES & CO INC", "cik": "0000029924", "assigned-sic": "2711", "irs-number": "135034940", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67523", "film-number": "98754975"}, "business-address": {"street1": "200 LIBERTY ST", "city": "NEW YORK", "state": "NY", "zip": "10281", "phone": "2124162000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1998.
                                                      REGISTRATION NO. 33-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                           DOW JONES & COMPANY, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                               ----------------
DELAWARE                                       13-5034940
          (STATE OF INCORPORATION)                (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
200 LIBERTY STREET
                           NEW YORK, NEW YORK 10281
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
                           DOW JONES 1997 LONG TERM
                                INCENTIVE PLAN
                             (FULL TITLE OF PLAN)
 
                               ----------------
 
                               JEROME H. BAILEY
                         EXECUTIVE VICE PRESIDENT AND
                            CHIEF FINANCIAL OFFICER
 
                           DOW JONES & COMPANY, INC.
                              200 LIBERTY STREET
                           NEW YORK, NEW YORK 10281
                                 212/416-2000
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
 
                        CALCULATION OF REGISTRATION FEE
 

----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
PROPOSED        PROPOSED
                                      AMOUNT        MAXIMUM          MAXIMUM       AMOUNT OF
       TITLE OF SECURITIES             TO BE     OFFERING PRICE     AGGREGATE     REGISTRATION
        TO BE REGISTERED           REGISTERED(1)  PER SHARE(2)  OFFERING PRICE(2)    FEE(2)
----------------------------------------------------------------------------------------------
Common Stock--par value
 $1.00 per share................     2,000,000     $48.09375       $96,187,500      $26,741
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), there is also registered such number of
    additional shares of Common Stock that may become available for purchase
    under the Dow Jones 1997 Long Term Incentive Plan in the event of certain
    changes in the outstanding shares of Common Stock, including, among other
    things, stock splits, stock dividends or similar transactions.
(2) Computed in accordance with Rule 457(h) and Rule 457(c), based upon a
    price of $48.09375 per share, the average of the high and low prices for
    the Common Stock reported in the consolidated reporting system on November
    12, 1998.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I
 
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
ITEM 1. PLAN INFORMATION.
 
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  The documents containing the information required by these items are not
filed as part of this Registration Statement pursuant to the Note to Part I of
Form S-8.
 
                                      I-1
PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents are hereby incorporated herein by reference:
 
    (i) The Annual Report on Form 10-K of Dow Jones & Company, Inc. (the
  "Company") for the most recent fiscal year filed pursuant to Section 13 of
  the Securities Exchange Act of 1934;
 
    (ii) The Company's Quarterly Reports on Form 10-Q for any quarter ending
  after the most recent fiscal year filed pursuant to Section 13 of the
  Securities Exchange Act of 1934; and
 
    (iii) The description of the Common Stock of the Company, par value $1.00
  per share, contained in the Registration Statement with respect thereto
  filed on Form 8-A pursuant to the Securities Exchange Act of 1934, and the
  description of the Class B Common Stock of the Company, par value $1.00 per
  share, contained in the Registration Statement with respect thereto filed
  on Form 8-A pursuant to the Securities Exchange Act of 1934.
 
  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been sold or
which deregisters all securities registered hereunder then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
 
  Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not Applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Certain legal matters with respect to the validity of the Common Stock
registered hereby have been passed upon for the Company by Rosemary C. Spano,
Esq., Vice President/Law and Deputy General Counsel of the Company. Ms. Spano
is employed by the Company and is eligible to participate in the Dow Jones
1997 Long Term Incentive Plan.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors, employees and agents prosecuted in a criminal action
or sued in a civil action or proceeding, including, under certain
circumstances, suits by or in the right of the Company, for any expenses,
including attorneys' fees, or any liabilities which may be incurred in
consequence of such action or proceeding, under the conditions stated in that
section.
 
  Section 32 of the Company's bylaws provides for indemnification of officers
and directors to the full extent permitted by the Delaware General Corporation
Law.
 
  The Company maintains directors' and officers' liability and corporation
reimbursement insurance for the benefit of the Company and its directors and
officers. The policy provides coverage for certain amounts paid as
indemnification pursuant to the provisions of Delaware law and the Company's
bylaws.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not Applicable.
 
                                     II-1
ITEM 8. EXHIBITS.
EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
 -------                         ----------------------
3.1    The Restated Certificate of Incorporation of the Company, as amended,
          is hereby incorporated herein by reference to Exhibit 19.1 to its
          Form 10-Q for the quarter ended March 31, 1988.
  3.2    The Bylaws of the Company are hereby incorporated herein by reference
          to Exhibit 19.2 to its Form 10-Q for the quarter ended September 30,
          1987.
  4      Dow Jones 1997 Long Term Incentive Plan.
  5      Opinion of Rosemary C. Spano, Esq.
  23     Consent of PricewaterhouseCoopers LLP, independent accountants.
  24     Power of Attorney (included in signature pages hereto).
ITEM 9. UNDERTAKINGS.
 
  The undersigned registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement to include any
  material information with respect to the plan of distribution not
  previously disclosed in the Registration Statement or any material change
  to such information in the Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the registrant's bylaws, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
 
                                     II-2
OTHER
 
EXPERTS.
 
  The consolidated financial statements and related financial statement
schedule included or incorporated by reference in the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose reports thereon are
incorporated herein by reference. Such financial statements and schedule have
been so incorporated in reliance upon the reports of PricewaterhouseCoopers
LLP, given upon their authority as experts in auditing and accounting. The
consolidated financial statements of the Company and its subsidiaries for each
future fiscal year, and the report of the Company's independent accountants
retained for such fiscal year, will be incorporated herein by reference,
provided that such accountants have consented to the use of their reports
thereon, in reliance upon the authority of such accountants as experts in
auditing and accounting.
 
                                     II-3
SIGNATURES
 
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on November 18, 1998.
 
                                          DOW JONES & COMPANY, INC.
 
                                                    /s/ Jerome H. Bailey
                                          By __________________________________
                                                      Jerome H. Bailey
                                                Executive Vice President and
                                                  Chief Financial Officer
 
                               POWER OF ATTORNEY
 
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter R. Kann and Kenneth L. Burenga and each
of them (with full power to each of them to act alone), such person's
attorney-in-fact, each with power of substitution, for such person in any and
all capacities, to sign any amendments to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
 
  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
 1. Principal executive officer
/s/ Peter R. Kann           Chief Executive Officer and   November 18, 1998
  __________________________________  Director
           Peter R. Kann
 
 2. Principal financial officer
 
        /s/ Jerome H. Bailey         Executive Vice President and  November 18, 1998
____________________________________  Chief Financial Officer
          Jerome H. Bailey
 
 3. Principal accounting officer
 
        /s/ Thomas G. Hetzel         Vice President/Finance and    November 18, 1998
____________________________________  Comptroller
          Thomas G. Hetzel
        /s/ Rand V. Araskog          Director                      November 18, 1998
____________________________________
          Rand V. Araskog
      /s/ Christopher Bancroft       Director                      November 18, 1998
____________________________________
        Christopher Bancroft
      /s/  Kenneth L. Burenga        Director                      November 18, 1998
____________________________________
         Kenneth L. Burenga
II-4
SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
/s/ William C. Cox, Jr.        Director                      November 18, 1998
____________________________________
        William C. Cox, Jr.
          /s/ Harvey Golub           Director                      November 18, 1998
____________________________________
            Harvey Golub
         /s/ Roy A. Hammer           Director                      November 18, 1998
____________________________________
           Roy A. Hammer
          /s/ Leslie Hill            Director                      November 18, 1998
____________________________________
            Leslie Hill
    /s/ Irvine O. Hockaday, Jr.      Director                      November 18, 1998
____________________________________
      Irvine O. Hockaday, Jr.
     /s/ Vernon E. Jordan, Jr.       Director                      November 18, 1998
____________________________________
       Vernon E. Jordan, Jr.
         /s/ Peter R. Kann           Director                      November 18, 1998
____________________________________
           Peter R. Kann
         /s/ David K. P. Li          Director                      November 18, 1998
____________________________________
           David K. P. Li
        /s/ Jane C. MacElree         Director                      November 18, 1998
____________________________________
          Jane C. MacElree
       /s/ M. Peter McPherson        Director                      November 18, 1998
____________________________________
         M. Peter McPherson
        /s/ Frank N. Newman          Director                      November 18, 1998
____________________________________
          Frank N. Newman
     /s/ James H. Ottaway, Jr.       Director                      November 18, 1998
____________________________________
       James H. Ottaway, Jr.
                                     Director                      November   , 1998
____________________________________
       William C. Steere, Jr.
II-5
EXHIBIT INDEX
EXHIBIT                                                           METHOD OF
 NUMBER                         DOCUMENT                             FILING
 -------                        --------                         --------------
3.1     The Restated Certificate of Incorporation of the        Not Applicable
          Company, as amended, is hereby incorporated herein
          by reference to Exhibit 19.1 to its Form 10-Q for
          quarter ended March 31, 1988.
 3.2     The Bylaws of the Company are hereby incorporated       Not Applicable
          herein by reference to Exhibit 19.2 to its Form 10-Q
          for the quarter ended September 30, 1987.
 4       Dow Jones 1997 Long Term Incentive Plan.                  Electronic
 5       Opinion of Rosemary C. Spano, Esq.                        Electronic
 23      Consent of PricewaterhouseCoopers LLP, independent        Electronic
          accountants.
 24      Power of Attorney (included in signature pages            Electronic
         hereto).
II-6