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

S-8 1 forms8june2005cover.htm DOW JONES FORM S-8 JUNE 2005 As filed with the Securities and Exchange Commission on May ,2001

As filed with the Securities and Exchange Commission on June 16, 2005

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 to be Registered

Amount to be Registered (1)

Proposed Maximum Offering Price Per Share (2)

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee

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Common Stock, par 1,500,000 $35.55 $53,325,000 $6,277

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 9,000,000 to 10,500,000. The additional 1,500,000 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 June 15, 2005.

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 9,000,000 shares to 10,500,000 shares. The stockholders of Dow Jones & Company, Inc. (“Dow Jones”) approved this increase at its 2005 Annual Meeting of Stockholders held on April 20, 2005.

The contents of the Registration Statement on Form S-8 filed by Dow Jones on May 17, 2001, under SEC File No. 333—61138 and the Registration Statement on Form S-8 filed by Dow Jones on May 11, 2004, under SEC File No. 333-115370, 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 1,500,000 shares of Common Stock not previously registered.

Item 8. Exhibits

Exhibit No. Description of Exhibit

5 Opinion of Joseph A. Stern, Esq.

23.1 Consent of Joseph A. Stern, Esq. (included in Exhibit 5)

23.2 Consent of PricewaterhouseCoopers LLP, independent

registered public accounting firm.

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 June 16, 2005.

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 R. Kann

June 16, 2005
Peter R. Kann Chief Executive Officer

and Director (principal

executive officer)

/s/ Peter R. Kann

June 16, 2005
Christopher W. Vieth Vice President

and Chief Financial Officer

(principal financial officer)

/s/ Robert E. Perrine

June 16, 2005
Robert E. Perrine Controller

(principal accounting officer)

/s/ Peter R. Kann

June 16, 2005
Christopher Bancroft Director

June 16, 2005
Lewis B. Campbell Director

June 16, 2005
Michael B. Elefante Director

June 16, 2005
John Engler Director

/s/ Peter R. Kann

June 16, 2005
Harvey Golub Director

/s/ Peter R. Kann

June 16, 2005
Leslie Hill Director

/s/ Peter R. Kann

June 16, 2005
Irvine O. Hockaday, Jr. Director

/s/ Peter R. Kann

June 16, 2005
Dieter von Holtzbrinck Director

/s/ Peter R. Kann

June 16, 2005
Vernon E. Jordan, Jr. Director

/s/ Peter R. Kann

June 16, 2005
David K. P. Li Director

/s/ Peter R. Kann

June 16, 2005
M. Peter McPherson Director

/s/ Peter R. Kann

June 16, 2005
Frank N. Newman Director

/s/ Peter R. Kann

June 16, 2005
James H. Ottaway, Jr. Director

/s/ Peter R. Kann

June 16, 2005
Elizabeth Steele Director

June 16, 2005
William C. Steere, Jr. Director

*By Peter R. Kann,

Attorney-in-Fact

EXHIBIT INDEX

Exhibit No. Description of Exhibit

5 Opinion of Joseph A. Stern, Esq.

23.1 Consent of Joseph A. Stern, Esq. (included in Exhibit 5)

23.2 Consent of PricewaterhouseCoopers LLP, independent

registered public accounting firm.

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).