AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2005

                                             REGISTRATION NO.  333-
                                                                   -----------

==============================================================================
                     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 or other                            (I.R.S. Employer
     jurisdiction of                          Identification Number)
     incorporation or
      organization)
                             200 LIBERTY STREET
                          NEW YORK, NEW YORK 10281
            (Address of Principal Executive Offices) (Zip Code)

                MARKETWATCH, INC. 1998 EQUITY INCENTIVE PLAN
                MARKETWATCH, INC. 2004 EQUITY INCENTIVE PLAN
                  PINNACOR INC. 2000 EQUITY INCENTIVE PLAN
                    PINNACOR INC. 1999 STOCK OPTION PLAN
                       BIGCHARTS INC. 1995 STOCK PLAN
                         (Full title of the plans)

                            CHRISTOPHER W. VIETH
                         DOW JONES & COMPANY, INC.
                             200 LIBERTY STREET
                          NEW YORK, NEW YORK 10281
                           PHONE: (212) 416-2000
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE
===============================================================================
                                         PROPOSED   PROPOSED
     TITLE OF SECURITIES       AMOUNT    MAXIMUM    MAXIMUM         AMOUNT
       TO BE REGISTERED        TO BE     OFFERING   AGGREGATE        OF
                             REGISTERED  PRICE PER  OFFERING      REGISTRATION
                                  (1)      SHARE      PRICE         FEE

-------------------------------------------------------------------------------
Common Stock, par value
$1.00 per Share             1,171,545   $27.43(2) $32,135,479.35   $3,782.35
-------------------------------------------------------------------------------

(1)  Plus such additional  number of shares as may be required in the event
     of a stock dividend,  stock split,  recapitalization  or other similar
     event in accordance  with Rule 416 of the  Securities  Act of 1933, as
     amended (the "Securities Act").

(2)  Represents  the  weighted  average  exercise  price at which the stock
     options may be  exercised.  The stock  options  have  exercise  prices
     ranging from $3.04 to $170.12.

                              EXPLANATORY NOTE

     This Form S-8 relates to 1,171,545 shares of Common Stock which may be
issued upon the exercise of options  granted  under the  MarketWatch,  Inc.
1998 Equity Incentive Plan,  MarketWatch,  Inc. 2004 Equity Incentive Plan,
Pinnacor Inc. 2000 Equity  Incentive Plan,  Pinnacor Inc. 1999 Stock Option
Plan, and BigCharts Inc. 1995 Stock Plan (the "MarketWatch Plans").

     Under  the terms of the  Agreement  and Plan of  Merger  (the  "Merger
Agreement")  dated  November  14,  2004  by and  between  MarketWatch,  Inc
("MarketWatch"),  Dow Jones &  Company,  Inc.  ("Dow  Jones"),  and  Golden
Acquisition  Corp (the "Merger  Sub") the following  events,  among others,
occurred:

          (a)  Merger Sub merged with and into MarketWatch with MarketWatch
               surviving as a wholly owned subsidiary of Dow Jones.

          (b)  Dow Jones  assumed  certain  options  under the  MarketWatch
               Plans,  and the assumed options were converted,  based on an
               exchange  ratio  specified  in the  Merger  Agreement,  into
               options to purchase shares of Dow Jones Common Stock.

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registration Information and Employee Plan Annual Information.*

*  Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
I of Form S-8.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other information with the Securities and Exchange Commission. You may read
and  copy any  document  we file at the  SEC's  public  reference  rooms in
Washington,  D.C.  Please  call  the  SEC  at  1-800-SEC-0330  for  further
information  on the  public  reference  rooms.  Our SEC  filings  are  also
available  to the  public  from the SEC's  web site at  http://www.sec.gov.
Reports,  proxy and information statements and other information concerning
us can also be inspected at the offices of the NYSE, 20 Broad  Street,  New
York, New York 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of  this  Registration  Statement.  Information  in this  Registration
Statement  may update  documents  previously  filed with the SEC, and later
information  that we file  with  the SEC  will  automatically  update  this
Registration  Statement. We incorporate by reference into this Registration
Statement the documents  listed below and any future  filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the termination of the offering:

1)   Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
     2003,   filed  with  the  Securities  and  Exchange   Commission  (the
     "Commission") on March 5, 2004;

2)   Quarterly Report on Form 10-Q for the quarter ended on March 31, 2004,
     filed with the Commission on May 7, 2004;

3)   Quarterly  Report on Form 10-Q for the quarter ended on June 30, 2004,
     filed with the Commission on August 3, 2004;

4)   Quarterly  Report on Form 10-Q for the quarter  ended on September 30,
     2004, filed with the Commission on November 3, 2004;

5)   Current  Report on Form 8-K, filed with the Commission on November 15,
     2004;

6)   Current  Report on Form 8-K, filed with the Commission on December 22,
     2004;

7)   Current  Report on Form 8-K, filed with the Commission on December 23,
     2004;

8)   Current  Report on Form 8-K,  filed with the Commission on January 20,
     2005;

9)   Current  Report on Form 8-K,  filed with the Commission on January 26,
     2005;

10)  Current  Report on Form 8-K,  filed with the Commission on January 27,
     2005;

11)  The  description  of the common  stock of Dow Jones,  contained in the
     registration  statement on Form 8-A under the Exchange Act, filed June
     17,  1976,  and the  description  of the  Class B Common  Stock of Dow
     Jones,  par  value  $1.00  per  share,  contained  in  a  registration
     statement on Form 8-A under the Exchange Act, filed April 28, 1987.

Item 4.  Description of Securities

     Not applicable

Item 5.  Interests of Named Experts and Counsel

     Joseph A.  Stern,  Esq.  of Dow Jones  will issue an opinion as to the
legality of the common stock offered under this Registration Statement. Mr.
Stern holds stock options to acquire 7,700 shares of Dow Jones common stock
and holds 3,750 shares of restricted Dow Jones common stock.

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 Dow  Jones,  for any
expenses,  including  attorneys'  fees,  or any  liabilities  which  may be
incurred  as  a  consequence  of  such  action  or  proceeding,  under  the
conditions stated in that section.

     Section  32 of Dow  Jones'  bylaws  provides  for  indemnification  of
officers and directors to the full extent permitted by the Delaware General
Corporation Law.

     Dow Jones maintains directors' and officers' liability and corporation
reimbursement  insurance for the benefit of Dow Jones and its directors and
officers.  The  policy  provides  coverage  for  certain  amounts  paid  as
indemnification  pursuant to the  provisions of Delaware Law and Dow Jones'
bylaws.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

EXHIBIT NO.       DESCRIPTION OF EXHIBIT
-----------       ----------------------

4.1**             The Restated Certificate of Incorporation of
                  Dow Jones & Company, Inc., as amended
                  (incorporated herein by reference to Exhibit
                  10.1 to the Form 10-Q for the quarter ended
                  March 31, 2003, filed by Dow Jones & Company,
                  Inc. on May 9, 2003 (001-07564)).

4.2**             The Bylaws of Dow Jones & Company, Inc., as
                  amended and restated (incorporated herein by
                  reference to Exhibit 10.2 to the Form 10-Q
                  for the quarter ended March 31, 2003, filed
                  by Dow Jones & Company, Inc. on May 9, 2003
                  (001-07564)).

4.3**             Agreement and Plan of Merger, dated as of
                  November 14, 2004, by and among MarketWatch,
                  Inc., Dow Jones & Company, and Golden
                  Acquisition Corp. (incorporated herein by
                  reference to Exhibit 99.1 to the Current
                  Report on Form 8-K, filed by Dow Jones &
                  Company, Inc. on November 15, 2004
                  (001-07564)).

4.4**             MarketWatch, Inc.  1998 Equity Incentive Plan
                  (incorporated by reference to Exhibit 10.12
                  to the Registration Statement on Form S-1
                  filed by MarketWatch Media, Inc. (formerly
                  known as MarketWatch.com, Inc.) with the SEC
                  on October 13, 1998 (333-65569)).

4.5**             MarketWatch, Inc.  2004 Equity Incentive Plan
                  (formerly known as the NMP, Inc. 2004 Stock
                  Incentive Plan) (incorporated by reference to
                  Annex E to Amendment No. 5 to the
                  Registration Statement on Form S-4/A filed by
                  MarketWatch, Inc. (formerly NMP, Inc.) with
                  the SEC on December 16, 2003 (333-108282)).

4.6**             Pinnacor Inc. 2000 Equity Incentive Plan
                  (formerly known as the ScreamingMedia, Inc.
                  2000 Equity Incentive Plan) (incorporated by
                  reference to Exhibit 10.14 to Amendment No. 1
                  to the Registration Statement on Form S-1/A
                  filed by Pinnacor Inc. (formerly Screaming
                  Media.com, Inc.) with the SEC on March 27,
                  2000 (333-30548)).

4.7*              Amendment 2002-1 to Pinnacor, Inc. 2000
                  Equity Incentive Plan (formerly known as
                  Amendment 2002-1 to ScreamingMedia, Inc. 2000
                  Equity Incentive Plan).

4.8**             Pinnacor Inc. 1999 Stock Option Plan
                  (formerly known as the Screaming Media.net
                  Inc. 1999 Stock Option Plan) (incorporated by
                  reference to Exhibit 10.13 to Amendment No. 1
                  to the Registration Statement on Form S-1/A
                  filed by Pinnacor Inc. (formerly Screaming
                  Media.com, Inc.) with the SEC on March 27,
                  2000 (333-30548)).

4.9**             BigCharts Inc. 1995 Stock Plan (incorporated
                  by reference to Exhibit 4.03 to the
                  Registration Statement on Form S-8 filed by
                  MarketWatch Media, Inc. (formerly
                  MarketWatch.com, Inc.) with the SEC on August
                  23, 1999 (333-85741)).

5.1*              Opinion of Joseph A. Stern, Esq.

23.1              Consent of Joseph A. Stern, Esq. (included in
                  Exhibit 5.1)

23.2*             Consent of PricewaterhouseCoopers LLP

24.1              Power of Attorney (included on signature page)
----------------------
*     Filed herewith.
**    Incorporated by reference.

Item 9.  Undertakings

Dow Jones hereby undertakes:

     (a) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

(1)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
     Securities Act of 1933;

(2)  To reflect in the  prospectus  any facts or events  arising  after the
     effective  date of this  registration  statement  (or the most  recent
     post-effective  amendment  thereof)  which,  individually  or  in  the
     aggregate, represent a fundamental change in the information set forth
     in this registration statement.

(3)  To  include  any  material  information  with  respect  to the plan of
     distribution not previously  disclosed in this registration  statement
     or any  material  change  to such  information  in  this  registration
     statement;

Provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
information required to be included in a post-effective  amendment by those
paragraphs is contained in periodic  reports filed with or furnished to the
SEC by the  registrant  pursuant  to  Section  13 or  Section  15(d) of the
Securities  Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

     (b) 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.

     (c) 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.

     (d) That,  for the  purpose 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 that is  incorporated by reference in this  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 foregoing  provisions
of this  registration  statement,  or otherwise,  the  registrant  has been
advised  that in the  opinion  of the SEC 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
Securities  Act of 1933 and will be governed by the final  adjudication  of
such issue.


<PAGE>


                                 SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, Dow Jones
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
February 9, 2005.

DOW JONES & COMPANY, INC.

/s/  Robert E. Perrine
--------------------------
By:  Robert E. Perrine
Title:  Controller (Chief Accounting Officer)

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Peter R. Kann and Rosemary Spano and
each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution  and  resubstitution,  in his or her name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to
this  Registration  Statement  and  any  and all  documents  in  connection
therewith, and to file the same, with all exhibits, with the Securities and
Exchange  Commission,  granting unto said  attorney-in-fact  and agent full
power  and  authority  to do and  perform  each  and  every  act and  thing
requisite and  necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or she might or could do in person,  and
hereby   ratifies,   approves  and  confirms  all  that  his  or  her  said
attorney-in-fact  and agent, or his or her substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the capacities
and on the date indicated.

         Signature                     Title                Date
---------------------------  -----------------------   --------------------

/s/ Peter R. Kann            Chief Executive Officer   February 9,
-----------------            and Director (principal   2005
Peter R. Kann                executive officer)


/s/ Christopher W. Vieth     Vice President and Chief  February 9,
------------------------     Financial Officer         2005
Christopher W. Vieth         (principal financial
                             officer)

/s/ Robert E. Perrine        Controller (principal     February 9,
---------------------        accounting officer)       2005
Robert E. Perrine

/s/ Christopher Bancroft     Director                  February 9,
------------------------                               2005
Christopher Bancroft

                             Director                  February 9,
---------------------                                  2005
Lewis B. Campbell

                             Director                  February 9,
----------------                                       2005
Harvey Golub

/s/ Roy A. Hammer            Director                  February 9,
-----------------                                      2005
Roy A. Hammer

/s/ Leslie Hill              Director                  February 9,
---------------                                        2005
Leslie Hill

/s/ Irvine O. Hockaday, Jr.  Director                  February 9,
---------------------------                            2005
Irvine O. Hockaday, Jr.

/s/ Dieter von Holtzbrinck   Director                  February 9,
--------------------------                             2005
Dieter von Holtzbrinck

                             Director                  February 9,
-------------------------                              2005
Vernon E. Jordan, Jr.

                             Director                  February 9,
------------------                                     2005
David K. P. Li

                             Director                  February 9,
----------------------                                 2005
M. Peter McPherson

                             Director                  February 9,
-------------------                                    2005
Frank N. Newman

/s/ James H. Ottaway, Jr.    Director                  February 9,
-------------------------                              2005
James H. Ottaway, Jr.

/s/ Elizabeth Steele         Director                  February 9,
--------------------                                   2005
Elizabeth Steele

                             Director                  February 9,
--------------------------                             2005
William C. Steere, Jr.


<PAGE>

                             Index to Exhibits

EXHIBIT NO.       DESCRIPTION OF EXHIBIT
-----------       ----------------------

4.1**             The Restated Certificate of Incorporation of
                  Dow Jones & Company, Inc., as amended
                  (incorporated herein by reference to Exhibit
                  10.1 to the Form 10-Q for the quarter ended
                  March 31, 2003, filed by Dow Jones & Company,
                  Inc. on May 9, 2003 (001-07564)).

4.2**             The Bylaws of Dow Jones & Company, Inc., as
                  amended and restated (incorporated herein by
                  reference to Exhibit 10.2 to the Form 10-Q
                  for the quarter ended March 31, 2003, filed
                  by Dow Jones & Company, Inc. on May 9, 2003
                  (001-07564)).

4.3**             Agreement and Plan of Merger, dated as of
                  November 14, 2004, by and among MarketWatch,
                  Inc., Dow Jones & Company, and Golden
                  Acquisition Corp. (incorporated herein by
                  reference to Exhibit 99.1 to the Current
                  Report on Form 8-K, filed by Dow Jones &
                  Company, Inc. on November 15, 2004
                  (001-07564)).

4.4**             MarketWatch, Inc.  1998 Equity Incentive Plan
                  (incorporated by reference to Exhibit 10.12
                  to the Registration Statement on Form S-1
                  filed by MarketWatch Media, Inc. (formerly
                  known as MarketWatch.com, Inc.) with the SEC
                  on October 13, 1998 (333-65569)).

4.5**             MarketWatch, Inc.  2004 Equity Incentive Plan
                  (formerly known as the NMP, Inc. 2004 Stock
                  Incentive Plan) (incorporated by reference to
                  Annex E to Amendment No. 5 to the
                  Registration Statement on Form S-4/A filed by
                  MarketWatch, Inc. (formerly NMP, Inc.) with
                  the SEC on December 16, 2003 (333-108282)).

4.6**             Pinnacor Inc. 2000 Equity Incentive Plan
                  (formerly known as the ScreamingMedia, Inc.
                  2000 Equity Incentive Plan) (incorporated by
                  reference to Exhibit 10.14 to Amendment No. 1
                  to the Registration Statement on Form S-1/A
                  filed by Pinnacor Inc. (formerly Screaming
                  Media.com, Inc.) with the SEC on March 27,
                  2000 (333-30548)).

4.7*              Amendment 2002-1 to Pinnacor, Inc. 2000
                  Equity Incentive Plan (formerly known as
                  Amendment 2002-1 to ScreamingMedia, Inc. 2000
                  Equity Incentive Plan).

4.8**             Pinnacor Inc. 1999 Stock Option Plan
                  (formerly known as the Screaming Media.net
                  Inc. 1999 Stock Option Plan) (incorporated by
                  reference to Exhibit 10.13 to Amendment No. 1
                  to the Registration Statement on Form S-1/A
                  filed by Pinnacor Inc. (formerly Screaming
                  Media.com, Inc.) with the SEC on March 27,
                  2000 (333-30548)).

4.9**             BigCharts Inc. 1995 Stock Plan (incorporated
                  by reference to Exhibit 4.03 to the
                  Registration Statement on Form S-8 filed by
                  MarketWatch Media, Inc. (formerly
                  MarketWatch.com, Inc.) with the SEC on August
                  23, 1999 (333-85741)).

5.1*              Opinion of Joseph A. Stern, Esq.

23.1              Consent of Joseph A. Stern, Esq. (included in
                  Exhibit 5.1)

23.2*             Consent of PricewaterhouseCoopers LLP

24.1              Power of Attorney (included on signature page)

----------------------
*     Filed herewith.
**    Incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "dcs8.txt", "secsgml_size_bytes": 25322}]
{"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": "333-122650", "film-number": "05587643"}, "business-address": {"street1": "200 LIBERTY ST", "city": "NEW YORK", "state": "NY", "zip": "10281", "phone": "2124162000"}, "mail-address": {"street1": "200 LIBERTY ST", "city": "NEW YORK", "state": "NY", "zip": "10281"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2005

                                             REGISTRATION NO.  333-
                                                                   -----------

==============================================================================
                     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 or other                            (I.R.S. Employer
     jurisdiction of                          Identification Number)
     incorporation or
      organization)
                             200 LIBERTY STREET
                          NEW YORK, NEW YORK 10281
            (Address of Principal Executive Offices) (Zip Code)

                MARKETWATCH, INC. 1998 EQUITY INCENTIVE PLAN
                MARKETWATCH, INC. 2004 EQUITY INCENTIVE PLAN
                  PINNACOR INC. 2000 EQUITY INCENTIVE PLAN
                    PINNACOR INC. 1999 STOCK OPTION PLAN
                       BIGCHARTS INC. 1995 STOCK PLAN
                         (Full title of the plans)

                            CHRISTOPHER W. VIETH
                         DOW JONES & COMPANY, INC.
                             200 LIBERTY STREET
                          NEW YORK, NEW YORK 10281
                           PHONE: (212) 416-2000
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE
===============================================================================
                                         PROPOSED   PROPOSED
     TITLE OF SECURITIES       AMOUNT    MAXIMUM    MAXIMUM         AMOUNT
       TO BE REGISTERED        TO BE     OFFERING   AGGREGATE        OF
                             REGISTERED  PRICE PER  OFFERING      REGISTRATION
                                  (1)      SHARE      PRICE         FEE

-------------------------------------------------------------------------------
Common Stock, par value
$1.00 per Share             1,171,545   $27.43(2) $32,135,479.35   $3,782.35
-------------------------------------------------------------------------------

(1)  Plus such additional  number of shares as may be required in the event
     of a stock dividend,  stock split,  recapitalization  or other similar
     event in accordance  with Rule 416 of the  Securities  Act of 1933, as
     amended (the "Securities Act").

(2)  Represents  the  weighted  average  exercise  price at which the stock
     options may be  exercised.  The stock  options  have  exercise  prices
     ranging from $3.04 to $170.12.

                              EXPLANATORY NOTE

     This Form S-8 relates to 1,171,545 shares of Common Stock which may be
issued upon the exercise of options  granted  under the  MarketWatch,  Inc.
1998 Equity Incentive Plan,  MarketWatch,  Inc. 2004 Equity Incentive Plan,
Pinnacor Inc. 2000 Equity  Incentive Plan,  Pinnacor Inc. 1999 Stock Option
Plan, and BigCharts Inc. 1995 Stock Plan (the "MarketWatch Plans").

     Under  the terms of the  Agreement  and Plan of  Merger  (the  "Merger
Agreement")  dated  November  14,  2004  by and  between  MarketWatch,  Inc
("MarketWatch"),  Dow Jones &  Company,  Inc.  ("Dow  Jones"),  and  Golden
Acquisition  Corp (the "Merger  Sub") the following  events,  among others,
occurred:

          (a)  Merger Sub merged with and into MarketWatch with MarketWatch
               surviving as a wholly owned subsidiary of Dow Jones.

          (b)  Dow Jones  assumed  certain  options  under the  MarketWatch
               Plans,  and the assumed options were converted,  based on an
               exchange  ratio  specified  in the  Merger  Agreement,  into
               options to purchase shares of Dow Jones Common Stock.

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registration Information and Employee Plan Annual Information.*

*  Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
I of Form S-8.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other information with the Securities and Exchange Commission. You may read
and  copy any  document  we file at the  SEC's  public  reference  rooms in
Washington,  D.C.  Please  call  the  SEC  at  1-800-SEC-0330  for  further
information  on the  public  reference  rooms.  Our SEC  filings  are  also
available  to the  public  from the SEC's  web site at  http://www.sec.gov.
Reports,  proxy and information statements and other information concerning
us can also be inspected at the offices of the NYSE, 20 Broad  Street,  New
York, New York 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of  this  Registration  Statement.  Information  in this  Registration
Statement  may update  documents  previously  filed with the SEC, and later
information  that we file  with  the SEC  will  automatically  update  this
Registration  Statement. We incorporate by reference into this Registration
Statement the documents  listed below and any future  filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the termination of the offering:

1)   Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
     2003,   filed  with  the  Securities  and  Exchange   Commission  (the
     "Commission") on March 5, 2004;

2)   Quarterly Report on Form 10-Q for the quarter ended on March 31, 2004,
     filed with the Commission on May 7, 2004;

3)   Quarterly  Report on Form 10-Q for the quarter ended on June 30, 2004,
     filed with the Commission on August 3, 2004;

4)   Quarterly  Report on Form 10-Q for the quarter  ended on September 30,
     2004, filed with the Commission on November 3, 2004;

5)   Current  Report on Form 8-K, filed with the Commission on November 15,
     2004;

6)   Current  Report on Form 8-K, filed with the Commission on December 22,
     2004;

7)   Current  Report on Form 8-K, filed with the Commission on December 23,
     2004;

8)   Current  Report on Form 8-K,  filed with the Commission on January 20,
     2005;

9)   Current  Report on Form 8-K,  filed with the Commission on January 26,
     2005;

10)  Current  Report on Form 8-K,  filed with the Commission on January 27,
     2005;

11)  The  description  of the common  stock of Dow Jones,  contained in the
     registration  statement on Form 8-A under the Exchange Act, filed June
     17,  1976,  and the  description  of the  Class B Common  Stock of Dow
     Jones,  par  value  $1.00  per  share,  contained  in  a  registration
     statement on Form 8-A under the Exchange Act, filed April 28, 1987.

Item 4.  Description of Securities

     Not applicable

Item 5.  Interests of Named Experts and Counsel

     Joseph A.  Stern,  Esq.  of Dow Jones  will issue an opinion as to the
legality of the common stock offered under this Registration Statement. Mr.
Stern holds stock options to acquire 7,700 shares of Dow Jones common stock
and holds 3,750 shares of restricted Dow Jones common stock.

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 Dow  Jones,  for any
expenses,  including  attorneys'  fees,  or any  liabilities  which  may be
incurred  as  a  consequence  of  such  action  or  proceeding,  under  the
conditions stated in that section.

     Section  32 of Dow  Jones'  bylaws  provides  for  indemnification  of
officers and directors to the full extent permitted by the Delaware General
Corporation Law.

     Dow Jones maintains directors' and officers' liability and corporation
reimbursement  insurance for the benefit of Dow Jones and its directors and
officers.  The  policy  provides  coverage  for  certain  amounts  paid  as
indemnification  pursuant to the  provisions of Delaware Law and Dow Jones'
bylaws.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

EXHIBIT NO.       DESCRIPTION OF EXHIBIT
-----------       ----------------------

4.1**             The Restated Certificate of Incorporation of
                  Dow Jones & Company, Inc., as amended
                  (incorporated herein by reference to Exhibit
                  10.1 to the Form 10-Q for the quarter ended
                  March 31, 2003, filed by Dow Jones & Company,
                  Inc. on May 9, 2003 (001-07564)).

4.2**             The Bylaws of Dow Jones & Company, Inc., as
                  amended and restated (incorporated herein by
                  reference to Exhibit 10.2 to the Form 10-Q
                  for the quarter ended March 31, 2003, filed
                  by Dow Jones & Company, Inc. on May 9, 2003
                  (001-07564)).

4.3**             Agreement and Plan of Merger, dated as of
                  November 14, 2004, by and among MarketWatch,
                  Inc., Dow Jones & Company, and Golden
                  Acquisition Corp. (incorporated herein by
                  reference to Exhibit 99.1 to the Current
                  Report on Form 8-K, filed by Dow Jones &
                  Company, Inc. on November 15, 2004
                  (001-07564)).

4.4**             MarketWatch, Inc.  1998 Equity Incentive Plan
                  (incorporated by reference to Exhibit 10.12
                  to the Registration Statement on Form S-1
                  filed by MarketWatch Media, Inc. (formerly
                  known as MarketWatch.com, Inc.) with the SEC
                  on October 13, 1998 (333-65569)).

4.5**             MarketWatch, Inc.  2004 Equity Incentive Plan
                  (formerly known as the NMP, Inc. 2004 Stock
                  Incentive Plan) (incorporated by reference to
                  Annex E to Amendment No. 5 to the
                  Registration Statement on Form S-4/A filed by
                  MarketWatch, Inc. (formerly NMP, Inc.) with
                  the SEC on December 16, 2003 (333-108282)).

4.6**             Pinnacor Inc. 2000 Equity Incentive Plan
                  (formerly known as the ScreamingMedia, Inc.
                  2000 Equity Incentive Plan) (incorporated by
                  reference to Exhibit 10.14 to Amendment No. 1
                  to the Registration Statement on Form S-1/A
                  filed by Pinnacor Inc. (formerly Screaming
                  Media.com, Inc.) with the SEC on March 27,
                  2000 (333-30548)).

4.7*              Amendment 2002-1 to Pinnacor, Inc. 2000
                  Equity Incentive Plan (formerly known as
                  Amendment 2002-1 to ScreamingMedia, Inc. 2000
                  Equity Incentive Plan).

4.8**             Pinnacor Inc. 1999 Stock Option Plan
                  (formerly known as the Screaming Media.net
                  Inc. 1999 Stock Option Plan) (incorporated by
                  reference to Exhibit 10.13 to Amendment No. 1
                  to the Registration Statement on Form S-1/A
                  filed by Pinnacor Inc. (formerly Screaming
                  Media.com, Inc.) with the SEC on March 27,
                  2000 (333-30548)).

4.9**             BigCharts Inc. 1995 Stock Plan (incorporated
                  by reference to Exhibit 4.03 to the
                  Registration Statement on Form S-8 filed by
                  MarketWatch Media, Inc. (formerly
                  MarketWatch.com, Inc.) with the SEC on August
                  23, 1999 (333-85741)).

5.1*              Opinion of Joseph A. Stern, Esq.

23.1              Consent of Joseph A. Stern, Esq. (included in
                  Exhibit 5.1)

23.2*             Consent of PricewaterhouseCoopers LLP

24.1              Power of Attorney (included on signature page)
----------------------
*     Filed herewith.
**    Incorporated by reference.

Item 9.  Undertakings

Dow Jones hereby undertakes:

     (a) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

(1)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
     Securities Act of 1933;

(2)  To reflect in the  prospectus  any facts or events  arising  after the
     effective  date of this  registration  statement  (or the most  recent
     post-effective  amendment  thereof)  which,  individually  or  in  the
     aggregate, represent a fundamental change in the information set forth
     in this registration statement.

(3)  To  include  any  material  information  with  respect  to the plan of
     distribution not previously  disclosed in this registration  statement
     or any  material  change  to such  information  in  this  registration
     statement;

Provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
information required to be included in a post-effective  amendment by those
paragraphs is contained in periodic  reports filed with or furnished to the
SEC by the  registrant  pursuant  to  Section  13 or  Section  15(d) of the
Securities  Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

     (b) 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.

     (c) 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.

     (d) That,  for the  purpose 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 that is  incorporated by reference in this  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 foregoing  provisions
of this  registration  statement,  or otherwise,  the  registrant  has been
advised  that in the  opinion  of the SEC 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
Securities  Act of 1933 and will be governed by the final  adjudication  of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, Dow Jones
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
February 9, 2005.

DOW JONES & COMPANY, INC.

/s/  Robert E. Perrine
--------------------------
By:  Robert E. Perrine
Title:  Controller (Chief Accounting Officer)

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Peter R. Kann and Rosemary Spano and
each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution  and  resubstitution,  in his or her name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to
this  Registration  Statement  and  any  and all  documents  in  connection
therewith, and to file the same, with all exhibits, with the Securities and
Exchange  Commission,  granting unto said  attorney-in-fact  and agent full
power  and  authority  to do and  perform  each  and  every  act and  thing
requisite and  necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or she might or could do in person,  and
hereby   ratifies,   approves  and  confirms  all  that  his  or  her  said
attorney-in-fact  and agent, or his or her substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the capacities
and on the date indicated.

         Signature                     Title                Date
---------------------------  -----------------------   --------------------

/s/ Peter R. Kann            Chief Executive Officer   February 9,
-----------------            and Director (principal   2005
Peter R. Kann                executive officer)

/s/ Christopher W. Vieth     Vice President and Chief  February 9,
------------------------     Financial Officer         2005
Christopher W. Vieth         (principal financial
                             officer)

/s/ Robert E. Perrine        Controller (principal     February 9,
---------------------        accounting officer)       2005
Robert E. Perrine

/s/ Christopher Bancroft     Director                  February 9,
------------------------                               2005
Christopher Bancroft

                             Director                  February 9,
---------------------                                  2005
Lewis B. Campbell

                             Director                  February 9,
----------------                                       2005
Harvey Golub

/s/ Roy A. Hammer            Director                  February 9,
-----------------                                      2005
Roy A. Hammer

/s/ Leslie Hill              Director                  February 9,
---------------                                        2005
Leslie Hill

/s/ Irvine O. Hockaday, Jr.  Director                  February 9,
---------------------------                            2005
Irvine O. Hockaday, Jr.

/s/ Dieter von Holtzbrinck   Director                  February 9,
--------------------------                             2005
Dieter von Holtzbrinck

                             Director                  February 9,
-------------------------                              2005
Vernon E. Jordan, Jr.

                             Director                  February 9,
------------------                                     2005
David K. P. Li

                             Director                  February 9,
----------------------                                 2005
M. Peter McPherson

                             Director                  February 9,
-------------------                                    2005
Frank N. Newman

/s/ James H. Ottaway, Jr.    Director                  February 9,
-------------------------                              2005
James H. Ottaway, Jr.

/s/ Elizabeth Steele         Director                  February 9,
--------------------                                   2005
Elizabeth Steele

                             Director                  February 9,
--------------------------                             2005
William C. Steere, Jr.
Index to Exhibits

EXHIBIT NO.       DESCRIPTION OF EXHIBIT
-----------       ----------------------

4.1**             The Restated Certificate of Incorporation of
                  Dow Jones & Company, Inc., as amended
                  (incorporated herein by reference to Exhibit
                  10.1 to the Form 10-Q for the quarter ended
                  March 31, 2003, filed by Dow Jones & Company,
                  Inc. on May 9, 2003 (001-07564)).

4.2**             The Bylaws of Dow Jones & Company, Inc., as
                  amended and restated (incorporated herein by
                  reference to Exhibit 10.2 to the Form 10-Q
                  for the quarter ended March 31, 2003, filed
                  by Dow Jones & Company, Inc. on May 9, 2003
                  (001-07564)).

4.3**             Agreement and Plan of Merger, dated as of
                  November 14, 2004, by and among MarketWatch,
                  Inc., Dow Jones & Company, and Golden
                  Acquisition Corp. (incorporated herein by
                  reference to Exhibit 99.1 to the Current
                  Report on Form 8-K, filed by Dow Jones &
                  Company, Inc. on November 15, 2004
                  (001-07564)).

4.4**             MarketWatch, Inc.  1998 Equity Incentive Plan
                  (incorporated by reference to Exhibit 10.12
                  to the Registration Statement on Form S-1
                  filed by MarketWatch Media, Inc. (formerly
                  known as MarketWatch.com, Inc.) with the SEC
                  on October 13, 1998 (333-65569)).

4.5**             MarketWatch, Inc.  2004 Equity Incentive Plan
                  (formerly known as the NMP, Inc. 2004 Stock
                  Incentive Plan) (incorporated by reference to
                  Annex E to Amendment No. 5 to the
                  Registration Statement on Form S-4/A filed by
                  MarketWatch, Inc. (formerly NMP, Inc.) with
                  the SEC on December 16, 2003 (333-108282)).

4.6**             Pinnacor Inc. 2000 Equity Incentive Plan
                  (formerly known as the ScreamingMedia, Inc.
                  2000 Equity Incentive Plan) (incorporated by
                  reference to Exhibit 10.14 to Amendment No. 1
                  to the Registration Statement on Form S-1/A
                  filed by Pinnacor Inc. (formerly Screaming
                  Media.com, Inc.) with the SEC on March 27,
                  2000 (333-30548)).

4.7*              Amendment 2002-1 to Pinnacor, Inc. 2000
                  Equity Incentive Plan (formerly known as
                  Amendment 2002-1 to ScreamingMedia, Inc. 2000
                  Equity Incentive Plan).

4.8**             Pinnacor Inc. 1999 Stock Option Plan
                  (formerly known as the Screaming Media.net
                  Inc. 1999 Stock Option Plan) (incorporated by
                  reference to Exhibit 10.13 to Amendment No. 1
                  to the Registration Statement on Form S-1/A
                  filed by Pinnacor Inc. (formerly Screaming
                  Media.com, Inc.) with the SEC on March 27,
                  2000 (333-30548)).

4.9**             BigCharts Inc. 1995 Stock Plan (incorporated
                  by reference to Exhibit 4.03 to the
                  Registration Statement on Form S-8 filed by
                  MarketWatch Media, Inc. (formerly
                  MarketWatch.com, Inc.) with the SEC on August
                  23, 1999 (333-85741)).

5.1*              Opinion of Joseph A. Stern, Esq.

23.1              Consent of Joseph A. Stern, Esq. (included in
                  Exhibit 5.1)

23.2*             Consent of PricewaterhouseCoopers LLP

24.1              Power of Attorney (included on signature page)

----------------------
*     Filed herewith.
**    Incorporated by reference.