8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): December 6, 2001


                           DOW JONES & COMPANY, INC.
             (Exact name of registrant as specified in its charter)


        Delaware                         1-7564                 13-5034940
  (State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
   of incorporation)                                      Identification No.)

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

   Registrant's telephone number, including area code:  (212) 416-2000






                                    PAGE 2


Item 7.       Financial Statements and Exhibits.

              Exhibits (furnished pursuant to Item 9)

              99.1    Script of Prepared Remarks of Peter Kann for the CSFB
                      Media Week Conference on December 6, 2001.

              99.2    Script of Prepared Remarks of Richard Zannino for the
                      CSFB Media Week Conference on December 6, 2001.


Item 9.       Regulation FD Disclosure.

              The exhibits attached to this Form 8-K are hereby furnished
              pursuant to Item 9.






                                    PAGE 3



                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                  DOW JONES & COMPANY, INC.





Dated: December 6, 2001                          By: /s/ Christopher W. Vieth
                                                     ------------------------
                                                         Christopher W. Vieth
                                                      Vice President, Finance
                                                     and Corporate Controller


                                    PAGE 4


                                  EXHIBIT INDEX





Exhibit No.         Description
- ----------          -----------

   99.1             Script of Prepared Remarks of Peter Kann for the CSFB
                    Media Week Conference on December 6, 2001.

   99.2             Script of Prepared Remarks of Richard Zannino for the
                    CSFB Media Week Conference on December 6, 2001.

EX-1

                                                       Exhibit 99.1

Remarks of Peter R. Kann,
Chairman and CEO, Dow Jones & Company,
CSFB Media Week Conference,
December 6, 2001


Thanks, Bill.  Good morning, everyone.

My colleagues and I are pleased to be with you here today, not only to
talk about the challenges of the recent past and present, but also
about the opportunities of the future.

As with most companies, this year has been a difficult one for Dow
Jones.  Revenues are down, and, despite concerted-and, I think,
remarkably successful-efforts to control costs, profits are down even
more.

As we stand here today, we would expect fourth quarter earnings to be
in line with the consensus estimate.

I wish I could go on and offer you words of assurance about near-term
advertising recovery.  But we just don't see that yet.

And so, with respect to 2002, we'll wait on guidance until late next
month, when we'll be releasing fourth quarter earnings and also
presenting our new three-year strategic plan.

The vagaries of the advertising cycle, in fact, have not been the focus
of most of my attention in recent months.

Instead, what we've been doing, across our key businesses, is trying to
build a foundation for earnings growth and the creation of shareholder
value in a better economic climate.
Earlier this year, we outlined to you a four-tier strategy we intended
to follow to build value.  Let me just remind you what those tiers are:
- - Tier One is the aggressive pursuit of organic growth opportunities.

- - Tier Two will be the development of new business opportunities that
further leverage our leading brands, including The Wall Street Journal
and the Dow Jones brand, and our core competencies in business news and
information.

- - Tier Three is strategic alliances, including acquisitions and
partnerships.

- - Finally, as we've said, we'll continue to create shareholder value
through share repurchase when this makes financial sense.

I want today to focus on considerable progress we've made in first-tier
work, ranging from The Wall Street Journal to WSJ.com to our Ottaway
community newspapers.








                                       -1-



We've said before that changes were coming next year to The Wall Street
Journal.  Those changes build on the four-year, $226 million project
we've now completed to add additional color and page capacity to the
Journal.  That project came in on time and under budget.  So today
we're finally in a position to begin to tell you about the payoff on
that investment.


- - First, the additional color and page capacity-taking us from a
maximum paper size of 80 pages to 96, and from eight color pages, to 24
pages, or one-quarter of the total-will go on-stream on January 2,
2002.

- - Second, we are announcing today that an expanded and redesigned
Journal, making editorial use of this new capacity, will appear
beginning April 9.

From that date, the Journal will include a new section, "Personal
Journal," which will appear each Tuesday, Wednesday and Thursday.  (The
Journal will thus be a four-section paper nearly every day, with
Weekend Journal on Friday and one of our Special Reports or investment
reviews on most Mondays.)

Personal Journal is designed to help our readers-both current and
prospective-cope better with what we call the "business of life," or
what one of my colleagues refers to as the "second shift" we all face
when our workday is done.  Among the subjects Personal Journal will
address will be personal finance and investing, travel, health and
family concerns, automobiles and consumer electronics.

Personal Journal will not be a soft, feature-oriented package, but
rather a news section, playing off current developments, but focusing
on their personal business relevance.  We are confident, based in part
on substantial research with existing and prospective readers, that it
will have very significant reader appeal.

- - Overall, we think the changes we're making in the Journal will also
be very attractive to both new and traditional advertisers.  We'll have
more capacity for increasingly-popular color creative, but also
significantly greater flexibility in displaying those ads, including
new color positions and sizes.

We think the upshot of this will be to encourage a number of black and
white advertisers to upgrade to color, for which we charge a premium.
We also see opportunities to appeal to new advertising categories, just
as we have done successfully with Weekend Journal, and we look forward
to making the most of that.  Rich will be talking briefly later to the
financial implications of all of this.

- - In addition to Personal Journal, we'll also be using our new color
capabilities, and the opportunity they've afforded us, to make some
organization and design changes in the publication.  Most of these are
aimed at making the Journal even easier for readers to navigate.




                                       -2-



- - And, we will, for the first time since before the Second World War,
be making changes to the format of The Wall Street Journal's front
page.  That page will, for the first time, make use of color.

Now, we're not prepared, at this point, to show you what the new
Journal front page will look like.  But I know that this audience
always appreciates the inside scoop-and I think I can share some with
you today without violating Reg FD.

Here are a few of the designs we considered for the new front page.
(click)

We won't be using these. (click)
As attractive as that idea might be. (click)
But they do represent the evolution of our thinking. (click)
So stay tuned.  April 9.

Of course, the first tier of our strategy is not confined to growing
The Wall Street Journal.

At the Online Journal, you've heard us talk for some time about what we
call "J 2.0", the next-generation version of the Online Journal.

J 2.0 will debut January 28, and today I want to take a few minutes to
show you what gives us such confidence that it will be worth the wait--
and well worth the investment we've made, most of it in new systems
architecture.

The Wall Street Journal Online was launched just over five years ago.
We were determined, from the outset, to produce a product so valuable
to customers that they would be willing to pay value for it.  People
scoffed- at the height of the bubble, in 1999 and early 2000, some
hooted.

But the product got better and better, and the number of subscribers
grew and grew.  At September 30, it had grown to 609,000.
And some of the very people who made fun of us for charging readers are
now scrambling to figure out how they can stop giving their content
away, how they can convince you that they're not entirely dependent on
advertising.

While they struggle with that, we're moving ahead, to a new Online
Journal that's easier to navigate, and less tied to the print metaphor.

The new Online Journal permits a user to personalize the site's front
page-to have the best of both worlds of the web.  That is, an Online
Journal reader will now see, on the site's first screen, both our
editors' celebrated judgment of "What's News" and readers' own
selections of stories, companies and quotes they want to track.

Moreover, the new site will permit this sort of personalization to be
modified on the fly, to add a topic of new interest while reading about
it.




                                       -3-



And even non-personalized news content will be presented in greater
context, with stock quotes and related content more closely linked to,
and displayed with, current news articles.

Beyond new functionality and improved systems, we're also constantly
improving the already-world class team at the Online Journal.  Just
yesterday, we announced that we've recruited Dave Kansas, former editor
of theStreet.com, back to the Journal family as deputy managing editor
of WSJ.com, focusing on money, investing and personal finance.
We'll also be aggressively promoting the improved Online Journal.


Earlier this year we launched a print house ad campaign to explain the
complementary benefits of using both the print and online Journals.
Now we're adding to that a new direct-response television campaign that
emphasizes that The Wall Street Journal Online is the premier business
site, the only one business users really need.  Here's a look:

(WSJ.com 60-second ad)

I said earlier that our growth strategy isn't limited to print; it also
isn't limited to The Wall Street Journal franchise.  I want to take
just a few more minutes this morning to outline for you some steps
we're taking to create more shareholder value at our Ottaway community
newspapers unit.

This summer, in conjunction with our three-year planning process, we
looked hard at Ottaway Newspapers.

As you probably know, we took steps at Ottaway over the past several
years, mostly on the cost side, to grow margins.  We succeeded, and
Ottaway today has margins as good or better than most of its leading
competitors.  Its revenue also grew a healthy 8% last year and has
shown only small declines in this difficult year.

Some have suggested that Ottaway be sold, but we think it's become even
clearer through the most recent stage of the economic cycle that our
community newspapers are an excellent diversification of our portfolio
of businesses, and a strong and dependable source of cash flow.

But we've concluded that taking Ottaway to the next level will require
some strengthening of its own portfolio of properties.  On a net basis,
we'd expect to be a modest buyer over the years just ahead.  But we
will be buying papers that leverage off our existing holdings.
We think we can also move to upgrade our holdings through swaps, many
of them based on geographic contiguousness, with owners of other
community newspapers.

We've recently initiated a process aimed at producing such swaps by
offering several of our 20 daily papers through a leading industry
broker. The first step in this two-phase process involves asking
selected newspaper companies to show a level of interest, which could
be expressed through an offer to buy, an offer to swap, or an offer to




                                       -4-


sell a neighboring property to Ottaway.  In a few weeks we will enter
the second phase of the process, which will involve reviewing the
submissions and beginning to negotiate a transaction or transactions.

Thus, I want to forewarn you that it is possible that we will be a net
seller of a few community papers in the short run.  But that is not our
aim, and not our strategy.

So, there you have it: three significant new initiatives in pursuit of
organic growth opportunities.  Three ways in which, while attention was
fixated on short-term problems, we've been working on long-term
solutions.  These three form an integral part of a larger corporate
strategy for Dow Jones in 2002, and beyond.  We look forward to
unveiling that complete strategy at a meeting with many of you late
next month.

With that for now, I'll turn the podium over to Rich Zannino, and then
he, Gordon Crovitz and I will be happy to take your questions.








































                                       -5-



Information Relating To Forward-Looking Statements

This transcript contains forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially
from those anticipated. Such risks and uncertainties include, but are
not limited to:  the impact of the worsening economy and the events of
September 11th on an already weak advertising market, particularly in
the financial and technology segments; world political, global
business, economic and stock market conditions, and the negative impact
of economic downturns and consolidation in the financial services
industry on sales of the company's products and services and
advertising; the company's ability to limit and manage expense growth
without harming its growth prospects; the extent to which the company
is required to perform under the guarantee to Cantor Fitzgerald
Securities and Market Data Corporation, and other uncertainties
relating to liability under this guarantee; the intense competition the
company's products and services face in the markets for financial news
and information and advertising revenues from newspapers, specialized
magazines, free and paid Internet publications and services, financial
television programming and other new media; with respect to Newswires,
the impact of consolidations and weakening business conditions in the
financial services industry and the decline in equities markets; with
respect to Newswires, the extent and impact of delays and difficulties
that would be encountered in a migration process resulting from the
sale of Bridge and Telerate; the company's ability to leverage its
brands to develop new business opportunities and to generate
advertising and other revenues from these products; the company's
ability to achieve strategic alliances; with respect to the company's
community newspapers business, its ability to maintain or grow margins
and to strengthen its portfolio of newspaper properties through
acquisitions and dispositions; the degree to which the company's new
Personal Journal is able to generate new advertising revenues;
WSJ.com's ability to increase its revenues in light of its paid
subscription model; rapid technological changes and frequent new
product introductions prevalent in electronic publishing; the company's
ability to expand production and service capacity for electronic
publishing products on a timely basis to support growth of operations
and user traffic; the amount of user traffic on the company's Internet
sites and the pricing of advertising on Internet sites generally;
potential increased regulation of on-line businesses; the company's
ability to increase its circulation and advertising revenues from its
international print publications, given competition from local
publications and from other international publications; the company's
ability to achieve and maintain a diversified advertising base for its
print publications; any delays that could occur in expanding the
company's newspaper page and color printing capacity, which could
result in future insufficient capacity to carry advertisements; adverse
developments relating to the company's commitments, contingencies and
equity investments; cost of newsprint; and such other risk factors as
may have been or may be included from time to time in the company's
reports filed with the Securities and Exchange Commission.






                                       -6-

EX-2

                                                          Exhibit 99.2


Rich Zannino
CSFB Media Week Conference
December 6, 2001

Slide 1 - RZ Title

Thank you Peter and good morning all.  It's a pleasure to be here this
morning.  I'll try to add a bit to Peter's remarks, focusing on our
growth strategies and how very well-positioned we are to take advantage
of an improving economy, when it arrives.

Slide 2 - Aspirations

Our mission is to publish the world's most vital business, financial
and economic news and information.  Our vision is to realize the full
potential of our brands by leveraging our content and other strengths
to extend our reach to new customers, products, markets and channels.
And our financial objective is to maximize shareholder value as
measured by stock price and return on investment.

Slide 3 - Four-Tiered Growth Strategy

We look forward to a deeper discussion of these aspirations and our
strategic priorities at a company-sponsored meeting in New York on
January 24th.  But for now, I'll more broadly discuss four strategic
thrusts aimed to enhance our value.  As Peter outlined, these include
organic growth; new business development; strategic alliances,
including potential acquisitions; and share repurchase.

Slide 4 - Organic Growth Title Slide

First, organic growth.  It goes without saying that the biggest driver
of organic growth will be an improving economy.   We can't say
precisely when that will come, but we all know that it will.

Slide 5 - Leading Market Share (Print)

With the strength of our brands, we are especially well-positioned to
grow in an improving economy.  For example, we enjoy number 1 or number
2 market share in most of our market segments - from the U.S. edition
of The Wall Street Journal to its global extensions in Europe, Asia and
Latin America, to Barron's.

Slide 6 - Leading Market Share (Electronic)

We also enjoy number 1 or number 2 share positions in our electronic
publishing businesses.

Slide 7 - WSJ Market Share






                                      -1-



We are especially dominant at The Wall Street Journal, which generates
more than 50% of total Dow Jones' revenues.  Year after year, we
command leading market share in national ad revenues - by a factor of
nearly 2 times over the nearest member of our competitive field group,
comprised mostly of national magazines.

Slide 8 - WSJ Linage Pie Chart

We are highly leveraged to economic improvement by our national
advertising exposure at the Journal.  While cyclically tough right now,
we are keen on the long-term fundamentals of national advertising,
especially in the technology and financial segments, which, in 2000,
represented 50% of ad linage at the Journal.  This penetration has
fallen to 42% so far in 2001, as these sectors have been hit hardest in
the current downturn.

Slide 9 - Technology Trends

We enjoy leading market share in technology advertising.  We agree with
Alan Greenspan that technology investment has driven productivity
gains, and corporate America and the world will again increase tech
spending to get at these gains, making tech spending an ever larger
share of total GDP, as the top chart here shows.  In the bottom chart,
you see a similar story as it relates to the consumer side of tech
spending, with the explosive growth of cell phones, PDAs, internet
access and related devices.  All of this bodes well for the long term
growth of tech companies - and their global ad spending.

Slide 10 - Financial Trends

We also enjoy leading market share in financial advertising.  Like
technology, this category is currently in a cyclical downturn, but
fundamentals here also favor long term growth.  Driving this growth is
the ever-increasing long term need by businesses around the globe for
financing and related financial services as well as the growth in
retail interest in the stock markets.  These trends bode well for the
long-term growth of the financial sector - and its global ad spending.

With our dominance of both of these categories, when ad spending comes
back, we will get our share -- or more.  That said, some of the tech
spending in 1999 and 2000 was part of a bubble-- namely B2B and B2C e-
commerce advertising.  We recognize that they will be slow to come back
and we are intensely focused on creating new editorial and advertising
franchises to offset these e-commerce declines and reduce our
vulnerability to future tech and financial downturns.

Slide 11 - Operating Leverage

With tight control of fixed expenses and our low variable cost
structure, when this and other ad revenue does come back, most of this
revenue (about 80 cents on the dollar) will flow to the pretax bottom
line.

Slide 12 - CPE (Benefits)



                                      -2-



While our profits are very leveraged to an improving economy, we are
not sitting idly by waiting for the economy to improve to drive our
organic growth.  The biggest example of this is our $226 million
project to redesign and expand color and page capacity at The Wall
Street Journal.  This is huge - journalistically, strategically and
financially.

As Peter outlined, this redesign and expansion will reinforce the
Journal as a must-read for every serious businessperson.  It will
enhance our ability to explain and display the news, improve
readability and navigation, and bring added emphasis to selected
stories.  This will open the Journal's pages to new readers.  It will
improve circulation economics by making it easier to attract new
subscribers and retain existing ones.  It will attract new advertisers
(both color and black & white) to bring more ad revenue and reduce our
reliance on tech and financial ad categories.

Slide 13 - CPE (Capacity)

Of the Journal's 16 new color pages, 12 will be dedicated to
advertising, with 4 reserved for news.  Importantly, we will not only
offer more color ad pages, but also offer more flexible color positions
within the paper, including section backs, partial pages, color
spreads, color pull-outs and color supplements to name a few.

Slide 14 - CPE (Economics)

The economics are compelling.  A full page of color advertising sells
at about a 25% premium to black-and-white advertising.  A single
incremental color page each day over a year is worth about $31 million
in additional annual revenue.  A single black and white page converted
to color is worth approximately $7 million of revenue.  On top of this,
we should also generate incremental black & white advertising from the
new Personal Journal section.

On the cost side of this project, we have reduced our estimate of
annual fixed costs from $40 million to $30 million.  These costs
include annual depreciation of approximately $20 million, plus another
$10 million in annual fixed operating costs.  Variable items such as
newsprint and sales commissions should add costs equal to approximately
20% of incremental revenue.

In 2002, fixed costs will total about $42 million, as depreciation will
only total $11 million due to our half-year accounting convention, we
will incur $10 million in fixed operating costs and also spend another
$21 million in one-time marketing to launch the enhanced Journal. To
cover these fixed costs and the 20% variable costs, we need only sell 1
incremental and 2 replacement color pages each day in 2002.  This is
feasible, as we are running at 60% of color capacity - even post-9/11 -
in the 4th quarter, without any of the color page flexibility that this
project will enable.  As such, we expect this project to be modestly
accretive to operating income in 2002 and significantly accretive
thereafter.

Slide 15 - Other Organic Growth Initiatives


                                      -3-



And we have other significant organic growth initiatives: from new
distribution channels and customer extensions at Dow Jones Newswires to
enhancements at Barron's to significantly improved financial results at
our international editions of The Wall Street Journal.

Slide 16 - New Business Development Title Slide

The second tier of our growth strategy includes developing new business
opportunities that leverage our brands and content and extend our reach
to new customers, products, markets and channels.

Slide 17 - WSJ.com Strength

The Online Journal at WSJ.com, which Peter talked about in the context
of its redesigned web-site, is a classic example of this.

The online Journal significantly extends our customer reach by
delivering high-quality business news and information to a new and
emerging breed of readers looking for real-time, web-based,
customizable news and information.  It also helps us capture younger
readers.  This provides a serious hedge against any potential
disintermediation of our print business to the web.

We have established a sensible, durable business model for the Online
Journal.  First, we have built a very successful on-line business at
what we believe to be about half the cost of our primary competitors
web-sites.  Next, by sharing some editorial staff and content, WSJ.com
leverages the print Journal's strength in publishing high-quality
business news and information.  It also uses Dow Jones Newswires real-
time newsgathering to constantly update the website.  This not only
ensures a premium product, but also holds costs down.  On the revenue-
side, our paid-subscription approach stems from our belief that content
valued and paid for by subscribers in one channel, print, should be
valued and paid for in other channels, in this case, online.  This
gives us 2 solid revenue streams.

Slide 18 - WSJ.com Subscriber Growth

We have enjoyed strong growth in paid online subscriptions, from
266,000 at year-end 1998 to today's level of 609,000.  Subscriptions
are up 14% from last year-end, in what we believe is a flight to
quality in difficult times.  At least half of these are new Journal
customers, as they are not among our print subscribers.

Online advertising, though, has hardly been immune to the current
downturn in ad spending.  Through the third quarter, WSJ.com has seen a
decline in ad revenues somewhat greater than the print Journal which
has driven a decline of 25% in total revenues.

Slide 19 - WSJ.com Prospects

Nonetheless, we remain highly confident in the future of the Online
Journal.  Advertising should eventually recover and subscriptions
should continue to grow.  And we have dramatically reduced costs and
losses at WSJ.com in 2001.  Going forward, our strategy is to continue
to leverage resources across Dow Jones to further drive down costs.

                                      -4-



More importantly, as we cannot simply cut our way to profitability, we
are pursuing a number of initiatives to increase revenues.

First, as Peter mentioned, WSJ.com will roll out a $28 million re-
architecture and redesign of the website on January 28, 2002.  This is
but one major initiative to increase overall usage of the site.
WSJ.com is also installing a new data warehouse and mining system to
capture more information about user behavior which will, in turn,
enable us to better tailor editorial content and subscription
offerings.  New advertising formats are also being developed and
tested.  Finally, new revenue streams are also being pursued.

Slide 20 - Other New Business Development

WSJ.com is the largest example of the way we leverage our brands and
content to develop new business opportunities. Smaller ones include
continued growth at the Sunday Journal, where we now reach 9.5 million
readers, as well as initiatives at our radio and Indexes businesses.

Slide 21 - Strategic Alliance Title Slide

The third tier of our strategy is to further leverage our brands,
content and competencies through strategic alliances, including
potential acquisitions.

Slide 22 - Strategic Alliance Brands

Most of our existing alliances are recorded as equity investments.
Taken together, these equity investments are poised to significantly
contribute to our profit growth in coming years.

Slide 23 - Equity Losses

From a loss of $28 million in 1999 when we were investing heavily in
international TV, SmartMoney.com and Factiva, we expect our equity
investments to breakeven in 2002, as Factiva is now profitable and our
SmartMoney and international TV losses continue to moderate.  These
trends should continue in 2003, pushing our existing equity investments
solidly into the black.

In our view, our equity investments are a significant hidden asset and
a very large component of our shareholder value that is often
overlooked by the markets.  This is because, under GAAP, the financial
results of our equity investments are not included in revenues, EBITDA
or operating income.  Consequently, if one solely uses traditional
valuation measures based on multiples of revenues, EBITDA or operating
income, one will ascribe a value of zero to our equity investments.
Likewise, while equity results are included in EPS, these ventures lose
money overall and, if one were to use traditional P/E multiples, one
would place a negative value on these investments.  Whatever one may
estimate they are worth, we presume you agree that they are worth
considerably more than zero and that this value should be included in
Dow Jones valuation.

Slide 24 - CNBC Map of the World


                                      -5-



CNBC is an excellent example of this.  Our alliance with NBC spans the
globe. In the U.S., NBC owns CNBC and pays us a license fee and share
of advertising revenue for exclusive access to our content and on-air
Dow Jones and Wall Street Journal branded news and commentary.
Financial results from CNBC U.S. are consolidated as part of our Print
Publishing segment.  Overseas, we are 50/50 partners with NBC in both
CNBC Europe and CNBC Asia Pacific.  These ventures are recorded as
equity investments.

Slide 25 - CNBC TV Shot

This global partnership uses the Dow Jones and Wall Street Journal
brands and leverages our strengths in global news gathering, analysis
and reporting.  This, combined with NBC's branding and television
programming know-how, has established CNBC as the leading business
television network.

Slide 26 - Global TV Profits

 Overall, our relationship with CNBC is exceeding our original business
plan, both financially and in terms of branding benefits.

 Taken together, our CNBC TV operations turned profitable in 2000,
earning pretax income of $21 million, and remain solidly profitable in
2001, in spite of the ad slowdown.  These results combine profits from
CNBC U.S. with losses from CNBC Europe and CNBC Asia.

 Again, CNBC Europe and CNBC Asia are recorded as equity investments
and examples of hidden assets.  Each is very valuable based on its
distribution, revenues, household reach and solid growth prospects.  In
2001, these ventures should generate about $50 million in revenues,
reaching about 96 million people.  Their operating losses are not
unusual at all for early-stage TV operations.  As CNBC Europe and Asia
continue to expand distribution and the ad environment improves, we
expect revenue growth to accelerate, losses to decline and valuations
to grow even further.

Slide 27 - Pebble in a Pond

The CNBC relationship exemplifies how we increase the value of our
content by extending it to new customers, products, markets and
channels.  Using the visual of a "pebble in a pond" you can see how we
re-package and re-use our content, increasing its value as we get paid
in multiple ways and extend the reach of our brands to new customers in
many different distribution channels.  For example, a major story
broken by Dow Jones Newswires is moved real time to the Online Journal,
shared with and reported by CNBC around the world, appears with greater
depth and analysis the next morning in the print Journal, and, finally,
ends up in Factiva's archives.

Slide 28 - Other Partnerships

And we have other valuable partnerships, including: Factiva, our 50/50
joint venture with Reuters; SmartMoney, a 50/50 joint venture with
Hearst and our 22% ownership stake in Handelsblatt, the leading
business newspaper in Germany, among others.

                                      -6-



Slide 29 - Acquisition Criteria

In addition to partnerships, acquisitions may play a more meaningful
role in our future.  While nothing is imminent, we are open to pursuing
appropriate acquisition opportunities.  By appropriate, we mean those
opportunities that are strategically right, financially attractive and
have manageable execution risk.

By strategically right, we mean businesses that bear very close
relationship to our core business of business publishing.

By financially attractive, we mean that any deal must increase
shareholder value based on conservative discounted cash flow and it
must be accretive to EPS in the near term. We must also be able to
maintain strong pro-forma credit ratings after any debt incurred.

Manageable execution risk means that we would only consider businesses
we know well - again, close to our core.

Some Ottaway acquisitions or swaps would clearly meet these criteria as
would additions to our business publishing assets.

Slide 30 - Share Repurchase

Consistent share repurchase is the fourth tier of our value creation
strategy.  Since year-end 1998, we have returned $779 million in cash
to our shareholders, comprising $261 million in dividends and $518
million in share repurchases, about 10% of outstanding shares. Our
current authorizations provide room for $490 million of additional
buyback.  Our strong free cash flow and ample debt capacity enable us
to continue repurchasing shares at these historical levels. As
evidence, so far this year we have repurchased about $154 million, or
2.6 million shares, with only a modest increase in debt.

Slide 31 - Decelerating Capital Spending

Our cash flow and balance sheet should get stronger in the future.
This is the final year of an intense period of capital investment for
our company.  Color print expansion, electronic pagination, and the
Online Journal redesign are all completed or nearly completed.
Accordingly, our capital expenditure needs will significantly drop, to
about $90 million in 2002 and even less than that thereafter.  Add to
this improving profitability and more aggressive working capital
management and our free cash flow should climb nicely.

Our only constraints on share repurchase, then, are, first, our desire
to maintain our strong credit ratings and, second, that the return on
investment in our own shares must exceed our cost of capital and exceed
the ROI on alternative uses of our capital.

Slide 32 - Well-Positioned For An Improving Economy

As we said at the outset, we are extremely well-positioned to take
advantage of an improving economy.



                                      -7-



In 1999 and 2000, we grew revenues by 13% per year, operating income by
25% per year and EPS by 32% per year.  These years represent the top of
the cycle and, in our opinion, 2001 is the bottom.  So, none of these
years, in our view, represent normal years in terms of advertising.
But they do prove the magnitude of our operating leverage.

As we rise from the bottom of this cycle and get back to a more
normalized level of advertising at the Journal, we do not need to get
back to 2000, or even 1999, linage levels to bring EPS back to nearly
2000 levels.  We can approach this level of EPS, even with, for
example, 1998-type linage levels because of our proven operating
leverage and the many enhancements made to Dow Jones earnings power
since then, including:

- - Color print expansion;
- - Increased ad rates at the Journal;
- - Significantly improved profits at Ottaway;
- - Significantly reduced losses at WSJ.com and at our equity
investments;
- - Fewer shares outstanding;
- - the power of our operating leverage; and
- - the benefit of our cost reductions.

Slide 33 - Cost Reduction

Our cost reductions demonstrate our commitment to doing all that we can
to optimize our profitability in this difficult or, for that matter,
any, environment.

By year-end, our headcount will be down about 500 FTEs, or 6%, since
the beginning of the year and our expenses, excluding newsprint, will
be down about $85 million, or 6%, compared to last year.  We also cut
capital spending this year - taking it down from the originally planned
$200 million to about $125 million.

While we aggressively cut costs, we did not cut corners.  We did not
cut essential staff, nor did we cut spending on profit-generating
initiatives and we preserved adequate spending for growth activities
such as color print expansion, WSJ.com and international initiatives.

Most of these cuts are sustainable into 2002 and beyond.  In fact, in
2002, we expect total expenses to be up about 3% over 2001's reduced
levels.  Excluding newsprint costs (which we expect to decline) and the
$42 million fixed cost of the color print expansion, we expect expenses
to be up less than 2%.

Slide 34 - Outlook

Looking forward, as Peter noted, our outlook is tempered by economic
uncertainty and an anemic advertising market, both exacerbated by the
events of September 11th.   We estimate that net ad cancellations
related specifically to September 11, reduced September linage
comparisons at the Journal by about 12.5% and October linage
comparisons by about 5%.  These events are still impacting November ad
linage, which came in slightly worse than October.


                                      -8-



Our previous 4th quarter guidance was for Wall Street Journal linage
declines of 35 to 45%, and earnings per share in the range of 25 to 35
cents.   We now estimate 4th quarter Journal linage near the middle of
that range, with EPS in line with the First Call consensus estimate of
$0.31 per share.

We will give guidance for 2002 on January 24, when we release fourth
quarter 2001 earnings.  We will also unveil our new Long-Range Plan on
that date.

Slides 35 and 36 - Strong Platform For Value Creation

In closing, we are operating in the most harsh economic and advertising
environment in at least a decade.  We are doing all that we can to
profitably navigate this downturn, while having the fortitude and
resources - even in this down environment -- to prudently invest to
secure our long-term growth and profitability.  We have - and are
enhancing -- a strong platform for value creation at Dow Jones:

- - We have great brands, products and content.
- - We command leading market share in nearly all segments served.
- - We dominate national ad categories with excellent secular growth
prospects.  And we are focused on growing new franchises to diversify
our reliance on these categories.
- - With our $226 million investment in the redesign and expansion of The
Wall Street Journal, we will strengthen our editorial franchise, extend
our customer reach, diversify our ad base and significantly enhance our
growth.
- - We have reduced our costs virtually to the bone, but not further than
that, and we will sustain the majority of these cuts into 2002 and
beyond.
- - We are investing, and moving toward profitability, at WSJ.com.
- - We have an improving profit trend at our very valuable equity
investments.
- - We have powerful cash flow and a pristine balance sheet - even in
this down economy.
- - We are determined to use this cash flow and leverage our balance
sheet to execute our growth strategies.
- - And we are finalizing our Long Range Plan, developing a roadmap to
tap the full potential of our brands, products, content and people and
significantly increase our shareholder value.

Our entire management team is committed to this effort.

And with that, Peter, Gordon and I will be pleased to attempt to answer
any questions.











                                      -9-



Information Relating To Forward-Looking Statements

This transcript contains forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially
from those anticipated. Such risks and uncertainties include, but are
not limited to:  the impact of the worsening economy and the events of
September 11th on an already weak advertising market, particularly in
the financial and technology segments; world political, global
business, economic and stock market conditions, and the negative impact
of economic downturns and consolidation in the financial services
industry on sales of the company's products and services and
advertising; the company's ability to limit and manage expense growth
without harming its growth prospects; the extent to which the company
is required to perform under the guarantee to Cantor Fitzgerald
Securities and Market Data Corporation, and other uncertainties
relating to liability under this guarantee; the intense competition the
company's products and services face in the markets for financial news
and information and advertising revenues from newspapers, specialized
magazines, free and paid Internet publications and services, financial
television programming and other new media; with respect to Newswires,
the impact of consolidations and weakening business conditions in the
financial services industry and the decline in equities markets; with
respect to Newswires, the extent and impact of delays and difficulties
that would be encountered in a migration process resulting from the
sale of Bridge and Telerate; the company's ability to leverage its
brands to develop new business opportunities and to generate
advertising and other revenues from these products; the company's
ability to achieve strategic alliances; with respect to the company's
community newspapers business, its ability to maintain or grow margins
and to strengthen its portfolio of newspaper properties through
acquisitions and dispositions; the degree to which the company's new
Personal Journal is able to generate new advertising revenues;
WSJ.com's ability to increase its revenues in light of its paid
subscription model; rapid technological changes and frequent new
product introductions prevalent in electronic publishing; the company's
ability to expand production and service capacity for electronic
publishing products on a timely basis to support growth of operations
and user traffic; the amount of user traffic on the company's Internet
sites and the pricing of advertising on Internet sites generally;
potential increased regulation of on-line businesses; the company's
ability to increase its circulation and advertising revenues from its
international print publications, given competition from local
publications and from other international publications; the company's
ability to achieve and maintain a diversified advertising base for its
print publications; any delays that could occur in expanding the
company's newspaper page and color printing capacity, which could
result in future insufficient capacity to carry advertisements; adverse
developments relating to the company's commitments, contingencies and
equity investments; cost of newsprint; and such other risk factors as
may have been or may be included from time to time in the company's
reports filed with the Securities and Exchange Commission.





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