Company Name: Dow Jones & Company, Inc.
Public Availability Date: November 19, 2004

DOWJONES
Dana L. Willis
Counsel

Dow Jones & Company, Inc.
200 Liberty Street
9th Floor, legal Department
New York, NY 10281
Tel: 212.416.3889 Fax: 212.416.2524
dana.willisdowjonescorn

November 12, 2004

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 1934 - Rule 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 2005 Annual Meeting of Stockholders (collectively, the "2005 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 "process of donations to the Pine Street Inn," a not-for-profit organization that provides shelter and related services for the homeless. The Proposal was delivered to Dow Jones in handwritten form and is illegible in parts. To aid in legibility, we have prepared a transcript of the Proposal which provides some corrections to the punctuation. The original Proposal and the transcript are attached as Attachments 1 and 2, respectively.

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' intention to omit the Proposal from the 2005 Proxy Materials. Dow Jones intends to mail its definitive 2005 Proxy Materials on or about March 18, 2005. Accordingly, pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 days before Dow Jones files its definitive proxy statement and form of proxy with the Securities and Exchange Commission (the "SEC").

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' 2005 Proxy Materials on the bases set forth below. Dow

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Jones believes that the Proposal may properly be excluded from the 2005 Proxy Materials pursuant to Rule 14a-8(i)(10) and Rule 14a-8(i)(12).

Rule 14a-8(i)(10) - Substantially Implemented

A shareholder's proposal may be excluded under Rule 14a-8(i)(10) "if the company has already substantially implemented the proposal."

The Proponent would like shareholders to receive a report in the 2005 proxy materials of the process of Dow Jones' donations to the Pine Street Inn. However, Dow Jones posts detailed information on its corporate website about the process of all of its charitable donations. The website provides a breakdown of the recipients and the amount of such contributions. There is also an explanation as to why such contributions were made. (This information may be obtained by clicking on "The Company" and "Charitable Contributions" from the Dow Jones corporate website (www.dowjones.com) and is also attached as Attachment 3.)

Given the detailed information on the Dow Jones corporate website about its process of making donations, the Proposal is moot since it is substantially implemented by Dow Jones. When a company can demonstrate that it has substantially implemented policies addressed by a proposal, the Staff has concurred that the proposal may be excluded under Rule 14a-8(i)(10). See e.g., Mattel, Inc. (pub. avail. March 16, 2004) (proposal that Mattel report yearly on the money spent on philanthropy was excluded since such information was detailed on the Mattel corporate website.) Moreover, SEC No-Action letters have established that a company may exclude a proposal under Rule 14a-8(i)(10) even if the company does not implement the proposal exactly as requested by the proponent. See e.g., Weyerhaeuser Company (pub. avail. March 8, 2004) (proposal calling for shareholder approval of a "poison pill" was excluded under Rule 14a-8(i)(10) since the company had a policy regarding the potential adoption of a "poison pill," albeit slightly different from the policy specifically requested by the shareholder). See also SEC Release No. 34-20091 (August 16, 1983) (the "Adopting Release"). Thus, even though the Dow Jones corporate website does not specifically identify donations to the Pine Street Inn, there is clear and comprehensive information about the Company's process of charitable giving to have substantially implemented the Proposal. Accordingly, the Proposal may be excluded under Rule 14a-8(i)(10).

Rule 14a-8(i)(12) - Resubmissions

Rule 14a-8(i)(12)(i) provides that a shareholder's proposal may be excluded: "if the proposal 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 "the proposal received less than 3% of the vote if proposed once within the preceding 5 calendar years."

Mr. Crapo submitted a proposal which was included in Dow Jones' 2003 proxy materials filed on March 14, 2003 (the "Previous Proposal"). In the Previous Proposal,

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Mr. Crapo requested an explanation of the procedures governing charitable donations by Dow Jones. Though the Proposal is not identical to the Previous Proposal, as established in numerous SEC No-Action Letters, proposals that address "substantially the same subject matter" may be excluded under Rule 14a-8(i)(12). See e.g., Bristol-Myers Squibb Company (pub. avail. February 11, 2004) (proposals pertaining to pricing policies for pharmaceuticals were excluded since they dealt with the same substantive concern as stockholder proposals previously included in the proxy) and ChevronTexaco Corporation (pub. avail. February 3, 2004) (proposal that the company report on the impact of its drilling in a wildlife refuge was excluded since it dealt with the same subject matter as stockholder proposals previously included in the proxy). See also the Adopting Release which provides that there should be a "consideration of the substantive concerns raised     by a proposal rather than the specific language..." of the proposal. Given that the Previous Proposal and the Proposal relate to the same substantive concern (i.e., the process governing charitable donations by Dow Jones), the Proposal may be characterized as dealing with "substantially the same subject matter" as the Prior Proposal that was previously included in the company's proxy materials within the preceding 5 calendar years.

According to the calculations of the judges of election, the Previous Proposal received 2.58% of the vote at the 2003 annual meeting of stockholders. Since the Previous Proposal failed to meet the required 3% threshold at the 2003 annual meeting of shareholders and, as described above, the other rule requirements are satisfied, the Proposal may be excluded from the 2005 Proxy Materials under Rule 14a-8(i)(12).

I would be happy to provide you with any additional information and answer any questions you may have regarding this subject. Should you disagree with the conclusions set forth in this letter, I respectfully request the opportunity to speak with you prior to the determination of the Staff's final position. Please do not hesitate to call me at 212-416- 3889 if I may be of any further assistance.

Sincerely,

Attachments