Company Name: Dow Jones & Co., Inc.
Public Availability Date: January 12, 2004

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 15, 2003

Office of the Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Shareholder Proposal of John J. Crapo Securities Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that Dow Jones & Company, Inc. ("Dow Jones") intends to omit from its proxy statement and form of proxy for our 2004 Annual Meeting of Stockholders (collectively, the "2004 Proxy Materials") a shareholder proposal and supporting statement (collectively, the "Proposal") received from John J. Crapo (the "Proponent"). The Proposal relates to having Dow Jones publish in its proxy statement information relating to its "charitable donations program." The Proposal was delivered to Dow Jones in handwritten form, along with over 150 pages of basically incoherent and irrelevant "exhibits." We have prepared a transcript of the Proposal (to aid in legibility and interpretation), and in that regard the transcript provides some punctuation and changes the cases of some letters. Copies of our transcript of the Proposal, and the Proposal in its original form, along with the many pages of exhibits included therewith (including a copy of 147 pages of Proponent's personal diary), are attached hereto as Attachments 1 and 2.

Pursuant to Rule 14a-8(j), enclosed are six (6) copies of this letter and its attachments. Also in accordance with Rule 14a-8(j), a copy of this letter and its attachments is being simultaneously mailed to the Proponent, informing him of Dow Jones's intention to omit the Proposal from the 2004 Proxy Materials. Dow Jones intends to mail its definitive 2004 Proxy Materials on or about March 19, 2004. Accordingly, pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 days before Dow Jones files its definitive materials and form of proxy with the Securities and Exchange Commission.

Dow Jones hereby respectfully requests that the staff of the Division of Corporation Finance (the "Staff") concur in our opinion that the Proposal may be excluded from Dow Jones' 2004 Proxy Materials on the basis set forth below. Dow Jones believes that the Proposal may properly be excluded from the 2004 Proxy Materials pursuant to Rule 14a-8(i)(12) relating to resubmissions.

A shareholder's proposal may be excluded under Rule 14a-8(i)(12) if it "deals with substantially the same subject matter as another proposal ... that has ... been previously included in the company's proxy materials within the preceding 5 calendar years" and it received "less than 3% of the vote if proposed once within the preceding 5 calendar years." The Proposal is identical to the proposal submitted by the Proponent last year and included in the Dow Jones 2003 proxy statement. At the 2003 annual meeting of stockholders, according to the calculations of the judges of election, the Proponent's proposal received 2.58% of the vote. The Proposal can be excluded from the 2004 Proxy Materials since it failed to meet the 3% threshold in last year's vote.

I would also note for the information of the Staff that annual information about the Company's charitable contributions program is available to Dow Jones stockholders and the public on the Company's corporate Web site at www.dowjones.com.

I would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. Should you disagree with the conclusions set forth in this letter, I respectfully request the opportunity to confer with you prior to the determination of the Staff's final position. Please do not hesitate to call me at (212) 416-3317, if I can be of any further assistance in this matter.

Sincerely,

/s/

Attachments

[STAFF REPLY LETTER]

January 12, 2004

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Dow Jones & Company, Inc. Incoming letter dated December 15, 2003

The proposal recommends that Dow Jones' proxy statement contain information described in the proposal regarding Dow Jones' charitable donations program.

There appears to be some basis for your view that Dow Jones may exclude the proposal under rule 14a-8(i)(12)(i). Accordingly, we will not recommend enforcement action to the Commission if Dow Jones omits the proposal from its proxy materials in reliance on rule 14a-8(i)(12)(i).

Sincerely,

/s/

Lesli L. Sheppard-Warren
Attorney-Advisor