<PAGE>
  As filed with the Securities and Exchange Commission on November 22, 2002
                                                 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 of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

200 Liberty Street
New York, New York                                         10281
(Address of Principal Executive Offices)                       (Zip Code)

                  DOW JONES & COMPANY, INC. DEFERRED COMPENSATION PLAN
                             (Full title of the plan)

                               Christopher W. Vieth
                             Dow Jones & Company, Inc.
                                 200 Liberty Street
                              New York, New York 10281
                                Phone: (212) 416-2000
(Name, address and telephone number, including area code, of agent for service)

The Commission is requested to mail copies of all orders, notices and
Communications to:
                                Peter G. Skinner
                            Dow Jones & Company, Inc.
                               200 Liberty Street
                            New York, New York 10281
                             Phone: (212) 416-2000
                         _______________________________

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
______________________________________________________________________________________________________
                                                          Proposed        Proposed
                                                           maximum         maximum         Amount of
                                         Amount to be   offering price    aggregate       registration
Title of securities to be registered      registered      per share     offering price        fee
<S>                                 <C>            <C>           <C>               <C>
Dow Jones & Company, Inc. Deferred  $11,000,000(2)    100%       $11,000,000       $1,012
Compensation Plan Obligations(1)
______________________________________________________________________________________________________
(1)  The Dow Jones & Company, Inc. Deferred Compensation Plan Obligations are unsecured obligations of
Dow Jones & Company, Inc. ("Dow Jones") to make distributions in the future in accordance with the
terms of the Dow Jones & Company, Inc. Deferred Compensation Plan (the "Plan").

(2)  Estimated solely for the purpose of calculating the registration fee.  Such estimate has been
computed in accordance with Rule 457(h) and is based upon an estimate of the amount of compensation to
be deferred by participants.
</TABLE>

<PAGE>
                                          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, 2001, filed with the Securities and Exchange
               Commission (the "Commission") on March 4, 2002;

          (2)  Quarterly Report on Form 10-Q for the quarter ended March
               31, 2002, filed with the Commission on April 29, 2002;

          (3)  Quarterly Report on Form 10-Q for the quarter ended June 30,
               2002, filed with the Commission on August 7, 2002;

          (4)  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 2002, filed with the Commission on November 5,
               2002;

          (5)  Current Report on Form 8-K, filed with the Commission on
               August 7, 2002.





                                     -1-

<PAGE>
Item 4.  Description of the Securities.

     Dow Jones & Company, Inc. Deferred Compensation Plan Obligations.  The
Plan allows participants to receive, as deferred compensation, those
retirement benefits which would have become payable to the participant under
the Dow Jones 401(k) Savings Plan (the "401(k)") and the Dow Jones Money
Purchase Retirement Plan (the "Money Purchase Plan") had there been no
limitations on the compensation with respect to which Dow Jones could have
made contributions under such plans.  The Plan also allows participants to
defer a portion of their compensation on a pre-tax basis.  The Plan is
unfunded.

     The Internal Revenue Code limits the amount of a participant's
compensation with respect to which Dow Jones may make contributions to both
the 401(k) and the Money Purchase Plan (the "Compensation Limit").  The
Compensation Limit for the 2003 plan year is $200,000.  Under the Plan, Dow
Jones will make credits to a participant's Plan account with respect to (i)
the amount of a participant's annual compensation (including deferred
amounts) in excess of the Compensation Limit, and (ii) any of a
participant's compensation deferred under the Plan to the extent that, as a
result of such deferral, the participant's compensation (as defined in the
401(k) and Money Purchase Plan) is less than the Compensation Limit
(collectively, "Additional Compensation").  In addition, the Committee in
its discretion may elect to include other amounts in the "Additional
Compensation" of an individual participant.

     Under the Plan, participants who are employees of Dow Jones or its
affiliates may also elect to defer up to 90% of their base salary and
certain incentive compensation with respect to a particular year.
Participants who are Dow Jones' outside directors may elect to defer up to
100% of their director's fees for a particular year.  A participant must,
however, elect to defer at least $5,000 for a Plan year.  To make such an
election, participants must file a written notice with the committee that
administers the Plan (the "Committee") during the period beginning on
November 1 and ending on December 1 (or such later date as the Committee may
determine) of the year prior to the year in which the participant earns the
compensation being deferred (the "Enrollment Period").  An election to defer
compensation for a year is irrevocable after the end of the Enrollment
Period for such year.  Each deferral election must identify the source of
compensation to be deferred, the percentage of such compensation to be
deferred, and the period of deferral.  The period elected for deferral by a
participant must end no sooner than January of the third plan year following
the plan year in which the deferral occurs and no later than the termination
of the participant's employment.  If a participant elects to defer
compensation but fails to specify a deferral period, the compensation will
be deferred until the participant's termination of employment.  Amounts
deferred will be credited to the participant's Plan account as soon as is
administratively convenient on or after the date on which the deferred
amount would have been paid to the participant in cash if not deferred.

     In each year of the Plan, participants who receive Additional
Compensation will receive the following supplementary benefit credits under
the Plan:

          (1)  The participant will automatically receive a credit to his
               or her Plan account equal to a percentage (initially 3%) of
               the participant's Additional Compensation corresponding to
               the percentage contributed by Dow Jones to the participant's
               401(k) account with respect to the participant's
               compensation (as defined in the 401(k)) not in excess of the
               Compensation Limit (the "Supplementary 401(k) Credit");

                                     -2-

<PAGE>
          (2)  Participants (i) who also participate in the Money Purchase
               Plan and (x) who are employees on December 31st of a Plan
               year, or (y) whose employment was terminated after January
               31st of such year and who have completed ten years of
               participation in the Money Purchase Plan (or whose
               employment was terminated because of death or disability),
               or (ii) who are otherwise individually selected by the
               Committee, will automatically receive, early in the
               following calendar year, a credit to their Plan account
               equal to a percentage (initially, in most instances, 12.7%)
               of the participant's Additional Compensation corresponding
               to the percentage contributed by Dow Jones to the
               participant's Money Purchase Plan account with respect to
               the participant's compensation (as defined in the Money
               Purchase Plan) not in excess of the Compensation Limit (the
               "Supplementary Money Purchase Plan Credit");

          (3)  Participants may irrevocably elect to defer their receipt of
               a portion (initially 2%) of their Additional Compensation
               for the next year and have such deferred amount credited to
               their Plan account (the "Elective Deferred Amount"); and

          (4)  Participants electing to defer receipt of a portion of their
               compensation pursuant to subparagraph (3) above will
               automatically receive a credit to their Plan account in an
               amount equal to the amount deferred as an Elective Deferred
               Amount (the "Supplementary Elective Deferred Amount Matching
               Credit", and together with the Supplementary 401(k) Credit,
               the Supplementary Money Purchase Plan Credit and the
               Elective Deferred Amount, the "Annual Supplementary
               Benefits").

     Amounts previously deferred under the terms of the Dow Jones & Company,
Inc. Supplementary Benefit Plan or any other non-qualified plan, agreement,
or arrangement of deferred or incentive compensation established by Dow
Jones or its affiliates for officers, directors or highly compensated
employees will be transferred from such other plan, agreement or arrangement
and credited to a participant's Plan account, except for any such amounts
with respect to which installment distributions have begun before the
effective date of the Plan.  Except as otherwise directed by the Committee,
transferred amounts previously valued by reference to Dow Jones stock
equivalents will be allocated to the Dow Jones Common Stock Fund, and
transferred amounts previously valued by reference to the DJ 20 Bond Index
will be allocated to the Fidelity Retirement Money Market Portfolio.  After
the initial allocation, participants may reallocate such account balances
among the full range of funds available for allocation under the Plan.

     The Committee will select a number of investment vehicles such as
mutual funds, index funds, or investment portfolios which will serve as
benchmarks for the amounts credited to each participant's Plan account (the
"Benchmark Funds").  Initially, the Benchmark Funds will be the same
investment vehicles as are available under the 401(k) and Money Purchase
Plan.  The Benchmark Funds will be used solely as measuring devices to
determine the returns to be credited on the amounts deferred by the
participants.  Each participant may direct that his or her Plan account be
allocated among one or more subaccounts, each of which will be credited on
each business day with earnings or losses based upon the investment
performance of a Benchmark Fund selected by the participant.  If a
participant fails to specify a different allocation, all amounts credited to
his or her Plan account will be deemed allocated to the Fidelity Retirement
Money Market Portfolio Fund.

                                     -3-

<PAGE>
     Participation in the Plan is limited to (i) each employee of Dow Jones
or its affiliates who is included in the select group of management or
highly compensated employees designated as participants by the Committee,
and (ii) each of Dow Jones' outside directors.  Eligibility to receive
Supplementary Credits shall be limited to each participant (i) with respect
to whom allocations of contributions under the 401(k) and/or the Money
Purchase Plan are reduced as a result of the Compensation Limit imposed
under such plans or as a result of a deferral of compensation (provided,
however, that a participant who is not eligible to be credited with a
"Company Contribution" under the Money Purchase Plan shall not have a
Supplementary Money Purchase Plan Credit credited to such participant's plan
account), or (ii) who is individually selected for participation
notwithstanding his or her ineligibility for participation in the 401(k) or
the Money Purchase Plan.  The Committee may direct that a participant's
participation in the Plan be terminated at any time.  Each participant's
participation in the Plan will automatically terminate upon the termination
of the participant's employment with Dow Jones or its affiliates, or, in the
case of participants who are outside directors, upon the termination of his
or her service as an outside director of Dow Jones.

     Upon a participant's termination of employment with Dow Jones, or
termination of service as an outside director, the amounts credited to the
participant's Plan account will be paid to the participant or, in the case
of the participant's death, to his or her beneficiary. If the balance in a
participant's subaccount is $50,000 or less on the last day of the calendar
quarter on which termination occurs, or if the participant's termination
occurs before he or she attains the age of 55, then the amounts will be paid
from that subaccount in a lump sum.  If the balance in a participant's
subaccount is greater than $50,000 and the participant's termination occurs
following the participant's attainment of age 55, then the participant may
elect to receive payments from that subaccount as either a lump sum or in up
to twenty annual installments.  Alternatively, a participant may elect to
receive distributions from his or her Plan account prior to the termination
of the participant's services as an employee or outside director of Dow
Jones with regard to the part of such account attributable to compensation
previously deferred under the Plan other than as the Elective Deferred
Amount (an "In-Service Withdrawal").  Participants may receive In-Service
Withdrawals in either a lump sum or in up to twenty annual installments.
The Committee may also direct that an extraordinary lump sum payment be made
from a participant's Plan account in the case of an unforeseeable emergency
(as defined in Section 457 of the Code) that results in a severe financial
hardship for the participant.

     Any claims for benefits under the Plan must be made to the Committee in
writing.  If the Committee denies a claim, a claimant may not institute
legal proceedings seeking benefits under the Plan unless the claimant first
appeals the denial to the Committee and the Committee provides the claimant
written notice that it is denying the appeal.  In any event, no claim for
benefits may be brought more than one year after the Committee makes a final
denial of the claim.

     No participant may assign, transfer, alienate, or encumber in any
manner his or her interest under the Plan.  Dow Jones may amend or terminate
the Plan at any time provided that no amendment or termination will reduce
any participant's Plan account.






                                     -4-

<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 Dow
Jones & Company, Inc. Deferred Compensation Plan obligations offered under
this Registration Statement.  Mr. Skinner is employed by Dow Jones and is
eligible to participate in the 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 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
NUMBER                 EXHIBIT
4     -  Dow Jones & Company, Inc. Deferred Compensation Plan
5     -  Opinion of Peter G. Skinner, Esq., Executive Vice President,
         General Counsel and Secretary of Dow Jones
23.1  -  Consent of Peter G. Skinner, Esq., Executive Vice President,
         General Counsel and Secretary of Dow Jones (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;





                                     -5-

<PAGE>
        (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.

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.




















                                     -6-

<PAGE>
                 SIGNATURES AND POWERS OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Dow Jones
certifies that it has reasonable grounds to believe that it meets all 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 22,
2002.

                                      DOW JONES & COMPANY, INC.



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











































                                     -7-

<PAGE>
<TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes
and appoints Peter G. Skinner as his or her true and lawful attorney-in-fact and agent, for him or
her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto such 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, hereby
ratifying and confirming all that such attorney-in-fact and agent may lawfully 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.
<S>
Signature                                Title                               Date
<S>                        <C>                                        <C>
/s/Peter R. Kann           Chief Executive Officer and Director        November 22, 2002
----------------               (Principal Executive Officer)
Peter R. Kann

/s/Christopher W. Vieth    Vice President and Chief Financial          November 22, 2002
-----------------------    Officer (Principal Financial Officer)
Christopher W. Vieth

/s/Robert Perrine          Controller (Principal Accounting            November 22, 2002
-----------------                       Officer)
Robert Perrine

/s/Christopher Bancroft                 Director                       November 22, 2002
-----------------------
Christopher Bancroft

/s/Harvey Golub                         Director                       November 22, 2002
---------------
Harvey Golub

/s/Roy A. Hammer                        Director                       November 22, 2002
----------------
Roy A. Hammer

/s/Leslie Hill                          Director                       November 22, 2002
--------------
Leslie Hill

/s/Irvine O. Hockaday, Jr.              Director                       November 22, 2002
--------------------------
Irvine O. Hockaday, Jr.

/s/ Dieter von Holtzbrinck              Director                      November 22, 2002
--------------------------
Dieter von Holtzbrinck

/s/ Vernon E. Jordan, Jr.               Director                      November 22, 2002
-------------------------
Vernon E. Jordan, Jr.

/s/ David K. P. Li                      Director                      November 22, 2002
------------------
David K. P. Li

/s/ M. Peter McPherson                  Director                      November 22, 2002
----------------------
M. Peter McPherson

/s/ James H. Ottaway, Jr.               Director                      November 22, 2002
-------------------------
James H. Ottaway, Jr.

/s/Elizabeth Steele                     Director                      November 22, 2002
-------------------
Elizabeth Steele

/s/William C. Steere, Jr.               Director                      November 22, 2002
------------------------
William C. Steere, Jr.

</TABLE>
                                     S-2

<PAGE>
                                  EXHIBIT INDEX

EXHIBIT
NUMBER                 EXHIBIT
4     -  Dow Jones & Company, Inc. Deferred Compensation Plan
5     -  Opinion of Peter G. Skinner, Esq., Executive Vice President,
         General Counsel and Secretary of Dow Jones
23.1  -  Consent of Peter G. Skinner, Esq., Executive Vice President,
         General Counsel and Secretary of Dow Jones (included in Exhibit 5)
23.2  -  Consent of PricewaterhouseCoopers LLP, independent accountants.
24    -  Power of Attorney (included in signature pages hereto)
[{"type": "S-8", "sequence": "1", "filename": "forms811222002.txt", "description": "FORM S-8 DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 28297}]
{"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": "333-101395", "film-number": "02837681"}, "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 November 22, 2002
                                                 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 of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

200 Liberty Street
New York, New York                                         10281
(Address of Principal Executive Offices)                       (Zip Code)

                  DOW JONES & COMPANY, INC. DEFERRED COMPENSATION PLAN
                             (Full title of the plan)

                               Christopher W. Vieth
                             Dow Jones & Company, Inc.
                                 200 Liberty Street
                              New York, New York 10281
                                Phone: (212) 416-2000
(Name, address and telephone number, including area code, of agent for service)

The Commission is requested to mail copies of all orders, notices and
Communications to:
                                Peter G. Skinner
                            Dow Jones & Company, Inc.
                               200 Liberty Street
                            New York, New York 10281
                             Phone: (212) 416-2000
                         _______________________________

                      CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________________
                                                          Proposed        Proposed
                                                           maximum         maximum         Amount of
                                         Amount to be   offering price    aggregate       registration
Title of securities to be registered      registered      per share     offering price        fee
Dow Jones & Company, Inc. Deferred  $11,000,000(2)    100%       $11,000,000       $1,012
Compensation Plan Obligations(1)
______________________________________________________________________________________________________
(1)  The Dow Jones & Company, Inc. Deferred Compensation Plan Obligations are unsecured obligations of
Dow Jones & Company, Inc. ("Dow Jones") to make distributions in the future in accordance with the
terms of the Dow Jones & Company, Inc. Deferred Compensation Plan (the "Plan").

(2)  Estimated solely for the purpose of calculating the registration fee.  Such estimate has been
computed in accordance with Rule 457(h) and is based upon an estimate of the amount of compensation to
be deferred by participants.
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, 2001, filed with the Securities and Exchange
               Commission (the "Commission") on March 4, 2002;

          (2)  Quarterly Report on Form 10-Q for the quarter ended March
               31, 2002, filed with the Commission on April 29, 2002;

          (3)  Quarterly Report on Form 10-Q for the quarter ended June 30,
               2002, filed with the Commission on August 7, 2002;

          (4)  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 2002, filed with the Commission on November 5,
               2002;

          (5)  Current Report on Form 8-K, filed with the Commission on
               August 7, 2002.

                                     -1-
Item 4.  Description of the Securities.

     Dow Jones & Company, Inc. Deferred Compensation Plan Obligations.  The
Plan allows participants to receive, as deferred compensation, those
retirement benefits which would have become payable to the participant under
the Dow Jones 401(k) Savings Plan (the "401(k)") and the Dow Jones Money
Purchase Retirement Plan (the "Money Purchase Plan") had there been no
limitations on the compensation with respect to which Dow Jones could have
made contributions under such plans.  The Plan also allows participants to
defer a portion of their compensation on a pre-tax basis.  The Plan is
unfunded.

     The Internal Revenue Code limits the amount of a participant's
compensation with respect to which Dow Jones may make contributions to both
the 401(k) and the Money Purchase Plan (the "Compensation Limit").  The
Compensation Limit for the 2003 plan year is $200,000.  Under the Plan, Dow
Jones will make credits to a participant's Plan account with respect to (i)
the amount of a participant's annual compensation (including deferred
amounts) in excess of the Compensation Limit, and (ii) any of a
participant's compensation deferred under the Plan to the extent that, as a
result of such deferral, the participant's compensation (as defined in the
401(k) and Money Purchase Plan) is less than the Compensation Limit
(collectively, "Additional Compensation").  In addition, the Committee in
its discretion may elect to include other amounts in the "Additional
Compensation" of an individual participant.

     Under the Plan, participants who are employees of Dow Jones or its
affiliates may also elect to defer up to 90% of their base salary and
certain incentive compensation with respect to a particular year.
Participants who are Dow Jones' outside directors may elect to defer up to
100% of their director's fees for a particular year.  A participant must,
however, elect to defer at least $5,000 for a Plan year.  To make such an
election, participants must file a written notice with the committee that
administers the Plan (the "Committee") during the period beginning on
November 1 and ending on December 1 (or such later date as the Committee may
determine) of the year prior to the year in which the participant earns the
compensation being deferred (the "Enrollment Period").  An election to defer
compensation for a year is irrevocable after the end of the Enrollment
Period for such year.  Each deferral election must identify the source of
compensation to be deferred, the percentage of such compensation to be
deferred, and the period of deferral.  The period elected for deferral by a
participant must end no sooner than January of the third plan year following
the plan year in which the deferral occurs and no later than the termination
of the participant's employment.  If a participant elects to defer
compensation but fails to specify a deferral period, the compensation will
be deferred until the participant's termination of employment.  Amounts
deferred will be credited to the participant's Plan account as soon as is
administratively convenient on or after the date on which the deferred
amount would have been paid to the participant in cash if not deferred.

     In each year of the Plan, participants who receive Additional
Compensation will receive the following supplementary benefit credits under
the Plan:

          (1)  The participant will automatically receive a credit to his
               or her Plan account equal to a percentage (initially 3%) of
               the participant's Additional Compensation corresponding to
               the percentage contributed by Dow Jones to the participant's
               401(k) account with respect to the participant's
               compensation (as defined in the 401(k)) not in excess of the
               Compensation Limit (the "Supplementary 401(k) Credit");

                                     -2-
(2)  Participants (i) who also participate in the Money Purchase
               Plan and (x) who are employees on December 31st of a Plan
               year, or (y) whose employment was terminated after January
               31st of such year and who have completed ten years of
               participation in the Money Purchase Plan (or whose
               employment was terminated because of death or disability),
               or (ii) who are otherwise individually selected by the
               Committee, will automatically receive, early in the
               following calendar year, a credit to their Plan account
               equal to a percentage (initially, in most instances, 12.7%)
               of the participant's Additional Compensation corresponding
               to the percentage contributed by Dow Jones to the
               participant's Money Purchase Plan account with respect to
               the participant's compensation (as defined in the Money
               Purchase Plan) not in excess of the Compensation Limit (the
               "Supplementary Money Purchase Plan Credit");

          (3)  Participants may irrevocably elect to defer their receipt of
               a portion (initially 2%) of their Additional Compensation
               for the next year and have such deferred amount credited to
               their Plan account (the "Elective Deferred Amount"); and

          (4)  Participants electing to defer receipt of a portion of their
               compensation pursuant to subparagraph (3) above will
               automatically receive a credit to their Plan account in an
               amount equal to the amount deferred as an Elective Deferred
               Amount (the "Supplementary Elective Deferred Amount Matching
               Credit", and together with the Supplementary 401(k) Credit,
               the Supplementary Money Purchase Plan Credit and the
               Elective Deferred Amount, the "Annual Supplementary
               Benefits").

     Amounts previously deferred under the terms of the Dow Jones & Company,
Inc. Supplementary Benefit Plan or any other non-qualified plan, agreement,
or arrangement of deferred or incentive compensation established by Dow
Jones or its affiliates for officers, directors or highly compensated
employees will be transferred from such other plan, agreement or arrangement
and credited to a participant's Plan account, except for any such amounts
with respect to which installment distributions have begun before the
effective date of the Plan.  Except as otherwise directed by the Committee,
transferred amounts previously valued by reference to Dow Jones stock
equivalents will be allocated to the Dow Jones Common Stock Fund, and
transferred amounts previously valued by reference to the DJ 20 Bond Index
will be allocated to the Fidelity Retirement Money Market Portfolio.  After
the initial allocation, participants may reallocate such account balances
among the full range of funds available for allocation under the Plan.

     The Committee will select a number of investment vehicles such as
mutual funds, index funds, or investment portfolios which will serve as
benchmarks for the amounts credited to each participant's Plan account (the
"Benchmark Funds").  Initially, the Benchmark Funds will be the same
investment vehicles as are available under the 401(k) and Money Purchase
Plan.  The Benchmark Funds will be used solely as measuring devices to
determine the returns to be credited on the amounts deferred by the
participants.  Each participant may direct that his or her Plan account be
allocated among one or more subaccounts, each of which will be credited on
each business day with earnings or losses based upon the investment
performance of a Benchmark Fund selected by the participant.  If a
participant fails to specify a different allocation, all amounts credited to
his or her Plan account will be deemed allocated to the Fidelity Retirement
Money Market Portfolio Fund.

                                     -3-
Participation in the Plan is limited to (i) each employee of Dow Jones
or its affiliates who is included in the select group of management or
highly compensated employees designated as participants by the Committee,
and (ii) each of Dow Jones' outside directors.  Eligibility to receive
Supplementary Credits shall be limited to each participant (i) with respect
to whom allocations of contributions under the 401(k) and/or the Money
Purchase Plan are reduced as a result of the Compensation Limit imposed
under such plans or as a result of a deferral of compensation (provided,
however, that a participant who is not eligible to be credited with a
"Company Contribution" under the Money Purchase Plan shall not have a
Supplementary Money Purchase Plan Credit credited to such participant's plan
account), or (ii) who is individually selected for participation
notwithstanding his or her ineligibility for participation in the 401(k) or
the Money Purchase Plan.  The Committee may direct that a participant's
participation in the Plan be terminated at any time.  Each participant's
participation in the Plan will automatically terminate upon the termination
of the participant's employment with Dow Jones or its affiliates, or, in the
case of participants who are outside directors, upon the termination of his
or her service as an outside director of Dow Jones.

     Upon a participant's termination of employment with Dow Jones, or
termination of service as an outside director, the amounts credited to the
participant's Plan account will be paid to the participant or, in the case
of the participant's death, to his or her beneficiary. If the balance in a
participant's subaccount is $50,000 or less on the last day of the calendar
quarter on which termination occurs, or if the participant's termination
occurs before he or she attains the age of 55, then the amounts will be paid
from that subaccount in a lump sum.  If the balance in a participant's
subaccount is greater than $50,000 and the participant's termination occurs
following the participant's attainment of age 55, then the participant may
elect to receive payments from that subaccount as either a lump sum or in up
to twenty annual installments.  Alternatively, a participant may elect to
receive distributions from his or her Plan account prior to the termination
of the participant's services as an employee or outside director of Dow
Jones with regard to the part of such account attributable to compensation
previously deferred under the Plan other than as the Elective Deferred
Amount (an "In-Service Withdrawal").  Participants may receive In-Service
Withdrawals in either a lump sum or in up to twenty annual installments.
The Committee may also direct that an extraordinary lump sum payment be made
from a participant's Plan account in the case of an unforeseeable emergency
(as defined in Section 457 of the Code) that results in a severe financial
hardship for the participant.

     Any claims for benefits under the Plan must be made to the Committee in
writing.  If the Committee denies a claim, a claimant may not institute
legal proceedings seeking benefits under the Plan unless the claimant first
appeals the denial to the Committee and the Committee provides the claimant
written notice that it is denying the appeal.  In any event, no claim for
benefits may be brought more than one year after the Committee makes a final
denial of the claim.

     No participant may assign, transfer, alienate, or encumber in any
manner his or her interest under the Plan.  Dow Jones may amend or terminate
the Plan at any time provided that no amendment or termination will reduce
any participant's Plan account.

                                     -4-
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 Dow
Jones & Company, Inc. Deferred Compensation Plan obligations offered under
this Registration Statement.  Mr. Skinner is employed by Dow Jones and is
eligible to participate in the 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 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
NUMBER                 EXHIBIT
4     -  Dow Jones & Company, Inc. Deferred Compensation Plan
5     -  Opinion of Peter G. Skinner, Esq., Executive Vice President,
         General Counsel and Secretary of Dow Jones
23.1  -  Consent of Peter G. Skinner, Esq., Executive Vice President,
         General Counsel and Secretary of Dow Jones (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;

                                     -5-
(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.

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.

                                     -6-
SIGNATURES AND POWERS OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Dow Jones
certifies that it has reasonable grounds to believe that it meets all 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 22,
2002.

                                      DOW JONES & COMPANY, INC.

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

                                     -7-
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes
and appoints Peter G. Skinner as his or her true and lawful attorney-in-fact and agent, for him or
her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto such 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, hereby
ratifying and confirming all that such attorney-in-fact and agent may lawfully 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
/s/Peter R. Kann           Chief Executive Officer and Director        November 22, 2002
----------------               (Principal Executive Officer)
Peter R. Kann

/s/Christopher W. Vieth    Vice President and Chief Financial          November 22, 2002
-----------------------    Officer (Principal Financial Officer)
Christopher W. Vieth

/s/Robert Perrine          Controller (Principal Accounting            November 22, 2002
-----------------                       Officer)
Robert Perrine

/s/Christopher Bancroft                 Director                       November 22, 2002
-----------------------
Christopher Bancroft

/s/Harvey Golub                         Director                       November 22, 2002
---------------
Harvey Golub

/s/Roy A. Hammer                        Director                       November 22, 2002
----------------
Roy A. Hammer

/s/Leslie Hill                          Director                       November 22, 2002
--------------
Leslie Hill

/s/Irvine O. Hockaday, Jr.              Director                       November 22, 2002
--------------------------
Irvine O. Hockaday, Jr.

/s/ Dieter von Holtzbrinck              Director                      November 22, 2002
--------------------------
Dieter von Holtzbrinck

/s/ Vernon E. Jordan, Jr.               Director                      November 22, 2002
-------------------------
Vernon E. Jordan, Jr.

/s/ David K. P. Li                      Director                      November 22, 2002
------------------
David K. P. Li

/s/ M. Peter McPherson                  Director                      November 22, 2002
----------------------
M. Peter McPherson

/s/ James H. Ottaway, Jr.               Director                      November 22, 2002
-------------------------
James H. Ottaway, Jr.

/s/Elizabeth Steele                     Director                      November 22, 2002
-------------------
Elizabeth Steele

/s/William C. Steere, Jr.               Director                      November 22, 2002
------------------------
William C. Steere, Jr.
S-2
EXHIBIT INDEX

EXHIBIT
NUMBER                 EXHIBIT
4     -  Dow Jones & Company, Inc. Deferred Compensation Plan
5     -  Opinion of Peter G. Skinner, Esq., Executive Vice President,
         General Counsel and Secretary of Dow Jones
23.1  -  Consent of Peter G. Skinner, Esq., Executive Vice President,
         General Counsel and Secretary of Dow Jones (included in Exhibit 5)
23.2  -  Consent of PricewaterhouseCoopers LLP, independent accountants.
24    -  Power of Attorney (included in signature pages hereto)