<PAGE>

As filed with the Securities and Exchange Commission on May 17, 2001
                                                     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 jurisdiction       (I.R.S. Employer
             of incorporation)               Identification No.)

   200 Liberty Street, New York, New York                           10281
  (Address of principal executive offices)                      (Zip Code)

                   DOW JONES 2001 LONG-TERM INCENTIVE PLAN
                           (Full title of the plan)
                             Richard F. Zannino
                          Dow Jones & Company, Inc.
                              200 Liberty Street
                          New York, New York 10281
                            Phone: (212) 416-2000
   (Name, address, including zip code, and telephone number, including area
    code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
Title of Securities  Amount to        Proposed     Proposed       Amount of
to be Registered     be Registered    Maximum      Maximum        Fee
Registration         (1)              Offering     Aggregate
                                      Price Per    Offering
                                      Share (2)    Price
---------------------------------------------------------------------------
Common Stock, par   7,000,000         $55.03       $385,210,000   $96,303
Value $1.00 per     shares
Share
---------------------------------------------------------------------------

(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) Estimated solely for the purpose of calculating the amount of the
registration fee.  Pursuant to Rule 457(c) of the Securities Act, the
registration fee is based upon the average of the high and low prices of
the registrant's common stock as reported on the New York Stock Exchange
Composite Tape on May 16, 2001.



<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.

                                   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., New York, N.Y. and Chicago, Illinois.  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 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)  The Annual Report on Form 10-K of Dow Jones for the year ended
December 31, 2000.

     (2)  The Quarterly Report on Form 10-Q of Dow Jones for the quarter
ended March 31, 2001.

     (3)  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.



                                     -2-

<PAGE>

Item 5.  Interests of Named Experts and Counsel.
      Peter G. Skinner, Esq., Executive Vice President, General Counsel and
Secretary of Dow Jones, will issue an opinion as to the legality of the
common stock offered under this Registration Statement. Mr. Skinner is
employed by the Company and is eligible to participate in the Dow Jones
2001 Long-Term Incentive Plan.

     The consolidated financial statements and related financial statement
schedule included or incorporated by reference in Dow Jones' Annual Report
on Form 10-K for the year ended December 31, 2000 have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose reports thereon
are incorporated by reference in this registration statement.  These
financial statements and schedule are incorporated in reliance upon the
reports of PricewaterhouseCoopers LLP, given upon their authority as
experts in auditing and accounting.  The consolidated financial statements
of Dow Jones and its subsidiaries for each future fiscal year, and the
report of Dow Jones' independent accountants retained for such fiscal year,
will be incorporated by reference in this registration statement, so long
as the accountants have consented to the use of their reports thereon, in
reliance upon the authority of the accountants as experts in auditing and
accounting.

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 in 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

 3.1           The Restated Certificate of Incorporation of Dow Jones,
               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-

<PAGE>

 3.2           The Bylaws of Dow Jones 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 2001 Long-Term Incentive Plan.

 5             Opinion of Peter G. Skinner, Esq.

23.1           Consent of Peter G. Skinner, Esq. (included in Exhibit 5)

23.2           Consent of PricewaterhouseCoopers LLP, independent
               accountants.

24             Power of Attorney (included in signature pages hereto).

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:
          (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
          (ii)  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.
          (iii)  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.


                                     -4-

<PAGE>

     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



                                                DOW JONES & COMPANY, INC.
                                                -------------------------
                                                      (Registrant)



Dated: May 16, 2001                       By: /s/ Christopher W. Vieth
                                                 ------------------------
                                                   Christopher W. Vieth
                                                 Vice President, Finance
                                                and Corporate Controller
                                               (Chief Accounting Officer)













                                     -5-

<PAGE>

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter R. Kann and Peter G. Skinner
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 additional registration statements
pursuant to Instruction E to Form S-8 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 dates indicated.

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


   /s/ Peter R. Kann
---------------------------    Chief Executive Officer        May 16, 2001
Peter R. Kann                  and Director (principal
                               executive officer)

   /s/ Richard F. Zannino
---------------------------    Executive Vice President       May 16, 2001
 Richard F. Zannino            and Chief Financial Officer
                              (principal financial officer)

   /s/ Christopher W. Vieth
---------------------------    Vice President, Finance        May 16, 2001
 Christopher W. Vieth          and Corporate Controller
                              (principal accounting officer)

   /s/ Rand V. Araskog
---------------------------    Director                       May 16, 2001
Rand V. Araskog


   /s/ Christopher Bancroft
---------------------------    Director                       May 16, 2001
Christopher Bancroft


   /s/ Harvey Golub
---------------------------    Director                       May 16, 2001
Harvey Golub

                                     -6-

<PAGE>

   /s/ Roy A. Hammer
---------------------------    Director                       May 16, 2001
Roy A. Hammer


   /s/ Leslie Hill
---------------------------    Director                       May 16, 2001
Leslie Hill


   /s/ Irvine O. Hockaday, Jr.
---------------------------    Director                       May 16, 2001
Irvine O. Hockaday, Jr.


   /s/ Vernon E. Jordan, Jr.
---------------------------    Director                       May 16, 2001
Vernon E. Jordan, Jr.


   /s/ David K. P. Li
---------------------------    Director                       May 16, 2001
David K. P. Li


   /s/ M. Peter McPherson
---------------------------    Director                       May 16, 2001
M. Peter McPherson


   /s/ Frank N. Newman
---------------------------    Director                       May 16, 2001
Frank N. Newman


   /s/ James H. Ottaway, Jr.
---------------------------    Director                       May 16, 2001
James H. Ottaway, Jr.


   /s/ Elizabeth Steele
---------------------------    Director                       May 16, 2001
Elizabeth Steele



---------------------------    Director                       May 16, 2001
William C. Steere, Jr.


   /s/ Dieter von Holtzbrinck
---------------------------    Director                       May 16, 2001
Dieter von Holtzbrinck

                                     -7-

<PAGE>
                                  EXHIBIT INDEX

Exhibit No.    Description of Exhibit

 3.1           The Restated Certificate of Incorporation of Dow Jones,
               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 Dow Jones 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 2001 Long-Term Incentive Plan.

 5             Opinion of Peter G. Skinner, Esq.

23.1           Consent of Peter G. Skinner, Esq.  (included in Exhibit 5)

23.2           Consent of PricewaterhouseCoopers LLP, independent
               accountants.

24             Power of Attorney (included in signature pages hereto).
































                                     -8-
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{"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": "333-61138", "film-number": "1642605"}, "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 May 17, 2001
                                                     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 jurisdiction       (I.R.S. Employer
             of incorporation)               Identification No.)

   200 Liberty Street, New York, New York                           10281
  (Address of principal executive offices)                      (Zip Code)

                   DOW JONES 2001 LONG-TERM INCENTIVE PLAN
                           (Full title of the plan)
                             Richard F. Zannino
                          Dow Jones & Company, Inc.
                              200 Liberty Street
                          New York, New York 10281
                            Phone: (212) 416-2000
   (Name, address, including zip code, and telephone number, including area
    code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
Title of Securities  Amount to        Proposed     Proposed       Amount of
to be Registered     be Registered    Maximum      Maximum        Fee
Registration         (1)              Offering     Aggregate
                                      Price Per    Offering
                                      Share (2)    Price
---------------------------------------------------------------------------
Common Stock, par   7,000,000         $55.03       $385,210,000   $96,303
Value $1.00 per     shares
Share
---------------------------------------------------------------------------

(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) Estimated solely for the purpose of calculating the amount of the
registration fee.  Pursuant to Rule 457(c) of the Securities Act, the
registration fee is based upon the average of the high and low prices of
the registrant's common stock as reported on the New York Stock Exchange
Composite Tape on May 16, 2001.
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.

                                   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., New York, N.Y. and Chicago, Illinois.  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 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)  The Annual Report on Form 10-K of Dow Jones for the year ended
December 31, 2000.

     (2)  The Quarterly Report on Form 10-Q of Dow Jones for the quarter
ended March 31, 2001.

     (3)  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.

                                     -2-
Item 5.  Interests of Named Experts and Counsel.
      Peter G. Skinner, Esq., Executive Vice President, General Counsel and
Secretary of Dow Jones, will issue an opinion as to the legality of the
common stock offered under this Registration Statement. Mr. Skinner is
employed by the Company and is eligible to participate in the Dow Jones
2001 Long-Term Incentive Plan.

     The consolidated financial statements and related financial statement
schedule included or incorporated by reference in Dow Jones' Annual Report
on Form 10-K for the year ended December 31, 2000 have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose reports thereon
are incorporated by reference in this registration statement.  These
financial statements and schedule are incorporated in reliance upon the
reports of PricewaterhouseCoopers LLP, given upon their authority as
experts in auditing and accounting.  The consolidated financial statements
of Dow Jones and its subsidiaries for each future fiscal year, and the
report of Dow Jones' independent accountants retained for such fiscal year,
will be incorporated by reference in this registration statement, so long
as the accountants have consented to the use of their reports thereon, in
reliance upon the authority of the accountants as experts in auditing and
accounting.

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 in 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

 3.1           The Restated Certificate of Incorporation of Dow Jones,
               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-
3.2           The Bylaws of Dow Jones 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 2001 Long-Term Incentive Plan.

 5             Opinion of Peter G. Skinner, Esq.

23.1           Consent of Peter G. Skinner, Esq. (included in Exhibit 5)

23.2           Consent of PricewaterhouseCoopers LLP, independent
               accountants.

24             Power of Attorney (included in signature pages hereto).

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:
          (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
          (ii)  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.
          (iii)  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.

                                     -4-
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

                                                DOW JONES & COMPANY, INC.
                                                -------------------------
                                                      (Registrant)

Dated: May 16, 2001                       By: /s/ Christopher W. Vieth
                                                 ------------------------
                                                   Christopher W. Vieth
                                                 Vice President, Finance
                                                and Corporate Controller
                                               (Chief Accounting Officer)

                                     -5-
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter R. Kann and Peter G. Skinner
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 additional registration statements
pursuant to Instruction E to Form S-8 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 dates indicated.

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

   /s/ Peter R. Kann
---------------------------    Chief Executive Officer        May 16, 2001
Peter R. Kann                  and Director (principal
                               executive officer)

   /s/ Richard F. Zannino
---------------------------    Executive Vice President       May 16, 2001
 Richard F. Zannino            and Chief Financial Officer
                              (principal financial officer)

   /s/ Christopher W. Vieth
---------------------------    Vice President, Finance        May 16, 2001
 Christopher W. Vieth          and Corporate Controller
                              (principal accounting officer)

   /s/ Rand V. Araskog
---------------------------    Director                       May 16, 2001
Rand V. Araskog

   /s/ Christopher Bancroft
---------------------------    Director                       May 16, 2001
Christopher Bancroft

   /s/ Harvey Golub
---------------------------    Director                       May 16, 2001
Harvey Golub

                                     -6-
/s/ Roy A. Hammer
---------------------------    Director                       May 16, 2001
Roy A. Hammer

   /s/ Leslie Hill
---------------------------    Director                       May 16, 2001
Leslie Hill

   /s/ Irvine O. Hockaday, Jr.
---------------------------    Director                       May 16, 2001
Irvine O. Hockaday, Jr.

   /s/ Vernon E. Jordan, Jr.
---------------------------    Director                       May 16, 2001
Vernon E. Jordan, Jr.

   /s/ David K. P. Li
---------------------------    Director                       May 16, 2001
David K. P. Li

   /s/ M. Peter McPherson
---------------------------    Director                       May 16, 2001
M. Peter McPherson

   /s/ Frank N. Newman
---------------------------    Director                       May 16, 2001
Frank N. Newman

   /s/ James H. Ottaway, Jr.
---------------------------    Director                       May 16, 2001
James H. Ottaway, Jr.

   /s/ Elizabeth Steele
---------------------------    Director                       May 16, 2001
Elizabeth Steele

---------------------------    Director                       May 16, 2001
William C. Steere, Jr.

   /s/ Dieter von Holtzbrinck
---------------------------    Director                       May 16, 2001
Dieter von Holtzbrinck

                                     -7-
EXHIBIT INDEX

Exhibit No.    Description of Exhibit

 3.1           The Restated Certificate of Incorporation of Dow Jones,
               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 Dow Jones 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 2001 Long-Term Incentive Plan.

 5             Opinion of Peter G. Skinner, Esq.

23.1           Consent of Peter G. Skinner, Esq.  (included in Exhibit 5)

23.2           Consent of PricewaterhouseCoopers LLP, independent
               accountants.

24             Power of Attorney (included in signature pages hereto).

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