As filed with the Securities and Exchange Commission on May ,2001

S-8 1 ltipsforms8.htm DOW JONES FORM S-8 As filed with the Securities and Exchange Commission on May ,2001

As filed with the Securities and Exchange Commission on May 11, 2004

Registration No.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

DOW JONES & COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware 13-5034940

(State or other jurisdiction (I.R.S. Employer

of incorporation) Identification No.)

200 Liberty Street, New York, New York 10281

(Address of principal executive offices) (Zip Code)

DOW JONES 2001 LONG-TERM INCENTIVE PLAN

(Full title of the plan)

Christopher W. Vieth

Dow Jones & Company, Inc.

200 Liberty Street

New York, New York 10281

Phone: (212) 416-2000

(Name, address, including zip code, and telephone number, including area

code, of agent for service)

CALCULATION OF REGISTRATION FEE

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Title of Securities Amount to Proposed Proposed Amount of

to be Registered be Registered Maximum Maximum Fee Registration (1) Offering Aggregate

Price Per Offering

Share (2) Price

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Common Stock, par 2,000,000 $46.12 $92,240,000 $11,687

Value $1.00 per shares

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(1) The Dow Jones 2001 Long-Term Incentive Plan was amended to increase the number of shares of common stock authorized to be granted under the plan from 7,000,000 to 9,000,000. The additional 2,000,000 shares are being registered by this registration statement. This registration statement also relates to such additional number of shares as may be required in the event of a stock dividend, stock split, recapitalization or other similar event in accordance with Rule 416 of the Securities Act of 1933, as amended (the "Securities Act").

(2) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule 457(c) of the Securities Act, the registration fee is based upon the average of the high and low prices of the registrant's common stock as reported on the New York Stock Exchange Composite Tape on May 10, 2004.

The purpose of this registration statement is to increase the number of shares of Common Stock reserved for issuance under the Dow Jones 2001 Long-Term Incentive Plan from 7,000,000 shares to 9,000,000 shares. The stockholders of Dow Jones & Company, Inc. (“Dow Jones”) approved this increase at its 2004 Annual Meeting of Stockholders held on April 21, 2004.

The contents of the Registration Statement on Form S-8 filed by Dow Jones on May 17, 2001, under SEC File No. 333—61138 are incorporated by reference pursuant to Instruction E of Form S-8. Also pursuant to Instruction E of Form S-8, the filing fee is being paid only with respect to the 2,000,000 shares of Common Stock not previously registered.

Item 8. Exhibits

Exhibit No. Description of Exhibit

5 Opinion of Peter G. Skinner, Esq.

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

23.2 Consent of PricewaterhouseCoopers LLP.

Power of Attorney (Incorporated by reference to the

signature page of the Company’s Registration Statement on

Form S-8, SEC File No. 333—61138, filed on May 17, 2001).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Dow Jones certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 11, 2004.

DOW JONES & COMPANY, INC.

By: _/s/ Robert E. Perrine___________

Robert E. Perrine

Controller

(Chief Accounting Officer)

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

Signature Title Date

/s/ Peter G. Skinner May 11, 2004

Peter R. Kann Chief Executive Officer

and Director (principal

executive officer)

/s/ Peter G. Skinner May 11, 2004
Christopher W. Vieth Vice President

and Chief Financial Officer

(principal financial officer)

/s/ Robert E. Perrine

May 11, 2004
Robert E. Perrine Controller

(principal accounting officer)

/s/ Peter G. Skinner

May 11, 2004
Christopher Bancroft Director

May 11, 2004
Lewis B. Campbell Director

/s/ Peter G. Skinner

May 11, 2004
Harvey Golub Director

/s/ Peter G. Skinner

May 11, 2004
Roy A. Hammer Director

/s/ Peter G. Skinner

May 11, 2004
Leslie Hill Director

/s/ Peter G. Skinner

May 11, 2004
Irvine O. Hockaday, Jr. Director

/s/ Peter G. Skinner

May 11, 2004
Dieter von Holtzbrinck Director

/s/ Peter G. Skinner

May 11, 2004
Vernon E. Jordan, Jr. Director

/s/ Peter G. Skinner

May 11, 2004
David K. P. Li Director

/s/ Peter G. Skinner

May 11, 2004
M. Peter McPherson Director

/s/ Peter G. Skinner

May 11, 2004
Frank N. Newman Director

/s/ Peter G. Skinner

May 11, 2004
James H. Ottaway, Jr. Director

/s/ Peter G. Skinner

May 11, 2004
Elizabeth Steele Director

/s/ Peter G. Skinner

May 11, 2004
William C. Steere, Jr. Director

*By Peter G. Skinner,

Attorney-in-Fact

EXHIBIT INDEX

Exhibit No. Description of Exhibit

5 Opinion of Peter G. Skinner, Esq.

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

23.2 Consent of PricewaterhouseCoopers LLP.

Power of Attorney (Incorporated by reference to the

signature page of the Company’s Registration Statement on

Form S-8, SEC File No. 333—61138, filed on May 17, 2001).