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^*

MACELREE JANE C

(Last)

(First)

(Middle)

C/O HEMENWAY & BARNES

60 STATE STREET

(Street)

BOSTON

02109

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		TTEE of Trusts Owning over 10%

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2006

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⁽¹⁾								70,000	D
Common⁽¹⁾								5,121	I	Being shares owned by my spouse
Common⁽¹⁾								581,438	I	Being shares owned by the Jane C. MacElree 1997 Trust
Common⁽¹⁾	05/01/2006		S		200	D	$36.7205	14,050	I	Being shares owned as beneficiary of the Trust u/w William C. Cox of which I am also a trustee
Common⁽¹⁾	05/02/2006		S		200	D	$36.7011	13,850	I	Being shares owned as beneficiary of the Trust u/w William C. Cox of which I am also a trustee
Common⁽¹⁾	05/01/2006		S		200	D	$36.7205	14,050	I	Being shares owned by my brother in the Trust u/w William C. Cox of which I am a trustee
Common⁽¹⁾	05/02/2006		S		200	D	$36.7011	13,850	I	Being shares owned by my brother in the Trust u/w William C. Cox of which I am a trustee
Common⁽¹⁾								23,076	I	Being shares owned as donor and trustee of the Miranda C. Henrich 2003 Trust
Common⁽¹⁾								23,076	I	Being shares owned as donor and trustee of the Jessie R. Hill 2003 Trust
Common⁽¹⁾								23,076	I	Being shares owned as donor and trustee of the Lucas H. Hill 2003 Trust
Common⁽¹⁾								2,227,721	I	Being shares of common stock which may be obtained upon conversion of Class B Common Stock
Class B⁽¹⁾								104,862	I	Being shares owned as a beneficiary of the Trust u/w Hugh Bancroft, Jr. under Article 3rd
Class B⁽¹⁾								810,750	I	Being shares owned as a beneficiary of the Jessie B. Cox 1934 Trust
Class B⁽¹⁾								628,256	I	Being shares owned as a beneficiary of the Jessie B. Cox 1935 Trust
Class B⁽¹⁾								138,350	I	Being shares owned by the Jessie B. Cox 1959 Trust, of which I am a trustee f/b/o my children
Class B⁽¹⁾								520,468	I	Being shares owned by the Jane C. MacElree 1997 Trust
Class B⁽¹⁾								11,725	I	Being shares owned as beneficiary of the Trust u/w William C. Cox, of which I am also a trustee
Class B⁽¹⁾								1,585	I	Being shares owned by my spouse
Class B⁽¹⁾								11,725	I	Being shares owned by my brother in the Trust u/w William C. Cox, of which I am a trustee

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 filing of this statement shall not be construed as an admission that the reporting person is, for the purposes of Section 16 of the Securities and Exchange Act of 1934, the beneficial owner of shares covered by this Statement.

Remarks:

	/s/ Jane C. MacElree	05/03/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.