SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OTTAWAY JAMES H JR

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOW JONES & CO INC [ DJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2003		G	V	2,985	D	0	245,279	I	By trust with self as beneficiary
Common Stock	02/18/2003		G	V	597	A	0	45,418	I	By trust with daughter as beneficiary
Common Stock	02/18/2003		G	V	597	A	0	45,420	I	By trust with son as beneficiary
Common Stock	02/18/2003		G	V	597	A	0	39,175	I	By trust with son as beneficiary
Common Stock	06/26/2003		J⁽¹⁾		9,508	D	0	2,236⁽²⁾	D
Class B Common Stock	06/26/2003		J⁽¹⁾		9,508	A	0	842,005⁽³⁾	I	By trust with self as beneficiary

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person acquired shares of Class B Common Stock in exchange for shares of Common Stock pursuant to an exchange with a third party at a ratio of one-to-one. Other than the shares, no consideration was paid or received by the Reporting Person.

2. The Reporting Person also holds the following shares of Common Stock: (i) 32,000 shares indirectly by an investment partnership, (ii) 126,750 shares indirectly by his spouse, and (iii) 756,396 shares indirectly by a trust with his children as beneficiaries. The Reporting Person disclaims beneficial ownership of securities not held in his name except to the extent of his pecuniary interest therein.

3. The Reporting Person also holds the following shares of Class B Common Stock: (i) 5,460 shares indirectly by his spouse, (ii) 11,339 shares indirectly by a trust with his daughter as beneficiary, (iii) 11,340 shares indirectly by a trust with his son as beneficiary, (iv) 11,340 shares indirectly by a trust with his son as beneficiary, and (v) 378,198 shares indirectly by a trust with his children as beneficiaries. The Reporting Person disclaims beneficial ownership of securities not held in his name except to the extent of his pecuniary interest therein.

	Christopher H. Ottaway, Attorney-in-fact	07/17/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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