DOW JONES & CO INC
10-Q, 1995-05-05
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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<PAGE>

                                    PAGE 1

                                UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 10-Q


         (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1995


                                     OR

         ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________


Commission file number 1-7564


                          DOW JONES & COMPANY, INC.
           (Exact name of registrant as specified in its charter)


          DELAWARE                                           13-5034940
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

200 LIBERTY STREET, NEW YORK, NEW YORK                              10281
(Address of principal executive offices)                          (Zip Code)

                               (212) 416-2000
            (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required  to  be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that  the
registrant  was  required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes  X     No
    ---    ---

     The number of shares outstanding of each of  the  issuer's  classes  of
common  stock  on  March  31,  1995:  74,749,793  shares of Common Stock and
21,985,684 shares of Class B Common Stock.


<PAGE>
                                   PAGE 2
<TABLE>
PART I.   FINANCIAL INFORMATION
ITEM 1.   Financial Statements

                           CONDENSED CONSOLIDATED
                            STATEMENTS OF INCOME

                          Dow Jones & Company, Inc.
<CAPTION>
                                                     Quarters Ended March 31
============================================================================
(in thousands except
per share amounts)                                      1995            1994
- ----------------------------------------------------------------------------
<S>                                                 <C>             <C>
REVENUES:
Information services                                $263,047        $229,906
Advertising                                          182,121         174,673
Circulation and other                                100,190          94,633
- ----------------------------------------------------------------------------
  Total revenues                                     545,358         499,212
- ----------------------------------------------------------------------------
EXPENSES:
News, operations and development                     172,484         145,610
Selling, administrative and general                  188,109         167,885
Newsprint                                             33,329          23,645
Second class postage and carrier delivery             25,610          23,897
Depreciation and amortization                         51,470          49,425
- ----------------------------------------------------------------------------
  Operating expenses                                 471,002         410,462
- ----------------------------------------------------------------------------
  Operating income                                    74,356          88,750

OTHER INCOME (DEDUCTIONS):
Investment income                                      1,230           1,135
Interest expense                                      (4,635)         (4,333)
Equity in earnings (losses) of associated companies    1,408          (2,832)
Other, net                                            12,910           1,000
- ----------------------------------------------------------------------------
Income before income taxes                            85,269          83,720
Income taxes                                          40,022          40,538
- ----------------------------------------------------------------------------
Income before minority interests                      45,247          43,182
Minority interests                                    (1,184)
- ----------------------------------------------------------------------------
Income before cumulative effect of  
 accounting change                                    46,431          43,182
Cumulative effect of accounting change                                (3,007)
- ----------------------------------------------------------------------------
NET INCOME                                          $ 46,431        $ 40,175
============================================================================
PER SHARE:         
Income before cumulative effect of
 accounting change                                      $.48            $.43
Cumulative effect of accounting change                                  (.03)
Net income                                               .48             .40
Cash dividends                                           .23             .21
============================================================================
Weighted average shares outstanding                   96,672          99,971
============================================================================
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
                                   PAGE 3
<TABLE>

                           CONDENSED CONSOLIDATED
                          STATEMENTS OF CASH FLOWS

                          Dow Jones & Company, Inc.
<CAPTION>
                                                 Three Months Ended March 31
============================================================================
(in thousands)                                          1995            1994
- ----------------------------------------------------------------------------
<S>                                                 <C>             <C>
OPERATING ACTIVITIES:
Net income                                          $ 46,431        $ 40,175
Adjustments to reconcile net income to
 net cash provided by operating activities:
Depreciation and amortization                         51,470          49,425
Changes in assets and liabilities                     19,042          19,753
Other, net                                            (6,828)          3,077
- ----------------------------------------------------------------------------
  Net cash provided by operating activities          110,115         112,430
- ----------------------------------------------------------------------------
INVESTING ACTIVITIES:
Additions to plant and property                      (48,880)        (35,506)
Businesses and investments acquired, net of                 
 cash received                                       (50,825)        (35,581)
Disposition of businesses and investments             20,125           5,000
Other, net                                             2,513             395
- ----------------------------------------------------------------------------
  Net cash used in investing activities              (77,067)        (65,692)
- ----------------------------------------------------------------------------
FINANCING ACTIVITIES:
Cash dividends                                       (22,229)        (20,988)
Increase in long-term debt                                            73,538
Reduction of long-term debt                          (15,463)       (100,000)
Other, net                                             7,322           9,616
- ----------------------------------------------------------------------------
  Net cash used in financing activities              (30,370)        (37,834)
- ----------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                 (160)            320
- ----------------------------------------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS                  2,518           9,224
Cash and cash equivalents at beginning of year        10,888           5,652 
- ----------------------------------------------------------------------------
Cash and cash equivalents at March 31               $ 13,406        $ 14,876
============================================================================
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
                                   PAGE 4
<TABLE>
                           CONDENSED CONSOLIDATED
                               BALANCE SHEETS

                          Dow Jones & Company, Inc.
<CAPTION>
                                                    March 31     December 31
============================================================================
(in thousands)                                          1995            1994
- ----------------------------------------------------------------------------
<S>                                               <C>            <C>
ASSETS:
Cash and cash equivalents                         $   13,406      $   10,888
Accounts receivable--trade, net                      241,889         229,687
Inventories                                            5,935          10,454
Other current assets                                  64,968          59,101
- ----------------------------------------------------------------------------
  Total current assets                               326,198         310,130
- ----------------------------------------------------------------------------
Investments in associated companies, 
 at equity                                            95,491          90,231
Other investments                                     77,208          72,835

Plant and property, at cost                        1,904,203       1,858,769
Less, Allowance for depreciation                   1,263,559       1,216,680
- ----------------------------------------------------------------------------
                                                     640,644         642,089
Excess of cost over net assets of         
 businesses acquired, less amortization            1,336,535       1,304,953
Other assets                                          37,388          25,528
- ----------------------------------------------------------------------------
  Total assets                                    $2,513,464      $2,445,766
============================================================================

LIABILITIES:
Accounts payable and accrued liabilities          $  208,595      $  237,406
Income taxes                                         102,447          68,694
Unearned revenue                                     254,340         219,880
Current maturities of long-term debt                   5,318           5,318
- ----------------------------------------------------------------------------
  Total current liabilities                          570,700         531,298
Long-term debt                                       280,089         295,552
Other noncurrent liabilities                         153,243         137,305
- ----------------------------------------------------------------------------
  Total liabilities                                1,004,032         964,155
- ----------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
Common stocks                                        102,181         102,181
Additional paid-in capital                           134,187         134,017
Retained earnings                                  1,428,548       1,404,346
Cumulative translation adjustment                     (6,025)         (6,219)
- ----------------------------------------------------------------------------
                                                   1,658,891       1,634,325
Less, Treasury stock, at cost                        149,459         152,714
- ----------------------------------------------------------------------------
  Total stockholders' equity                       1,509,432       1,481,611
- ----------------------------------------------------------------------------
  Total liabilities and stockholders' equity      $2,513,464      $2,445,766
============================================================================
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
                                   PAGE 5


                        NOTES TO FINANCIAL STATEMENTS

                          Dow Jones & Company, Inc.


1.  The accompanying unaudited condensed consolidated  financial  statements
reflect all adjustments considered necessary by management to present fairly
the company's consolidated financial position as  of  March  31,  1995,  and
December  31,  1994,  and  the  consolidated  results  of operations and the
consolidated cash flows for the three-month periods ended March 31, 1995 and
1994.   All  adjustments  reflected  in the accompanying unaudited condensed
consolidated financial statements are of a  normal  recurring  nature.   The
results of operations for the respective interim periods are not necessarily
indicative of the results to be expected for the full year.

2.  The first quarter of 1995 included a net gain of  one  cent  per  share,
consisting  of  a  gain  of  six cents per share from the sale of 80% of the
company's interest in SportsTicker, a  sports  information  service,  and  a
charge of five cents per share for the recognition of a loss on an operating
lease.

3.  The company made the  following  acquisitions  for  cash  in  the  first
quarter  of 1995:  on January 20, the company bought the business of Charter
Financial Publishing Corp., publisher of Investment Advisor and Fee  Advisor
magazines  and  the  Realty  Stock  Review  newsletter;  on February 27, the
company acquired majority ownership of IDD Enterprises, L.P., a  diversified
publishing,  database, software and consulting company; and on March 15, the
company's Ottaway Newspapers subsidiary completed its purchase of Salem News
Publishing Co., which publishes the Salem (MA) Evening News.

4.  Statement   of  Financial  Accounting  Standards  No.  112,  "Employers'
Accounting for Postemployment Benefits," was adopted by the  company  as  of
January  1,  1994.   The  cumulative  effect  from this change in accounting
principle was a charge against earnings of $3,007,000. 

<TABLE>
5.  Supplementary cash flow data:
<CAPTION>

                                                Three Months Ended March 31
===========================================================================
(in thousands)                                         1995            1994
- ---------------------------------------------------------------------------
<S>                                                 <C>             <C>
Interest payments                                   $ 4,217          $4,762
Income tax payments                                  10,996           9,738
===========================================================================
</TABLE>
6.  Certain 1994 amounts have been reclassified for  comparative  purposes.
<PAGE>
                                   PAGE 6


ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

FOR THE FIRST QUARTERS ENDED MARCH 31, 1995 AND 1994

     Net  income  in  1995's  first  quarter  was $46.4 million, or $.48 per
share, an increase of $6.3 million, or 15.6%, from $40.2  million,  or  $.40
per  share,  earned  in  the  first  quarter  of  1994.   Per-share earnings
increased at the even greater rate of 20%  due  to  a  reduction  in  shares
outstanding resulting from the repurchase of stock in 1994. 

     This  year's  first quarter  included a net enhancement of one cent per
share, consisting of a gain of $5.8 million, or six cents  per  share,  from
the  sale  of  80%  of  the  company's  interest  in  SportsTicker, a sports
information service, and a charge of $5 million, or five  cents  per  share,
for  the recognition of a loss on the sublease of office space.  Last year's
first quarter included the cumulative effect of the adoption of Statement of
Financial  Accounting  Standards  (SFAS) No. 112, "Employers' Accounting for
Postemployment Benefits," which reduced net  income  $3  million,  or  three
cents per share.

     Excluding  these nonrecurring items from both years, first-quarter 1995
net income of $45.7 million would have been 5.8%  better  than  earnings  of
$43.2  million in the first quarter a year ago.  The improvement in earnings
from 1994 was in part due to improved results  at  the  company's  newsprint
mill  affiliates.   Operating  income  decreased  as gains in the  financial
information services and community newspapers segments were more than offset
by a decline in business publishing operating income.


SEGMENT DATA

     In  the  first  quarter  of  1995,  the  company realigned its business
operations  into  the  following  three  segments:   financial   information
services,   business   publishing   and  community  newspapers.    Financial
information services includes Dow Jones Telerate and  Dow  Jones'  financial
news  services,  such as Dow Jones News Service, the AP-Dow Jones news wires
and Federal Filings.  This segment serves primarily the world-wide financial
services  industry - including traders and brokers - with real-time business
and financial news, quotes, trading systems and analytical tools.  Financial
information  services comprises about 43% of the company's revenue and about
half of its operating income.

     Business publishing contains the company's business Print  Publications
group,  its  Business  Information  Services  group  and  its Television and
Multimedia group.  Business  publishing  provides  comprehensive  world-wide
news  and  information to individuals, corporations and businesspeople via a
variety of print and electronic media.   Business  publishing  accounts  for
over  40%  of  both  the  company's  revenue  and its operating income.  The
community newspapers segment consists of the  company's  Ottaway  Newspapers
Inc.   subsidiary,  which  publishes  21  daily  newspapers  in  communities
throughout the United States.  The community newspapers segment accounts for
about 11% of the company's revenue and 10% of Dow Jones' operating income.  
<PAGE>
                                   PAGE 7


     The  following  table  compares revenues and operating income for these
business segments for the 1995 and 1994 quarters ended March 31:
<TABLE>
<CAPTION>
============================================================================
                                                                  % Increase 
(in thousands)                                1995         1994    (Decrease)  
- ----------------------------------------------------------------------------
<S>                                       <C>         <C>              <C>
Revenues:
Financial information services            $234,265     $207,068         13.1
Business publishing                        251,603      236,361          6.4 
Community newspapers                        59,490       55,783          6.6
- ----------------------------------------------------------------------------
Operating Income:                                 
Financial information services            $ 48,051     $ 43,794          9.7 
Business publishing                         26,363       45,855        (42.5)
Community newspapers                         4,753        4,426          7.4 
============================================================================
</TABLE>

CONSOLIDATED

     Operating income for  the  first  quarter  of  1995  of  $74.4  million
decreased  $14.4 million, or 16.2%, from the like period in 1994.  A decline
in operating income at the business publishing segment was partially  offset
by  gains  at  the  financial  information services and community newspapers
segments.  The operating margin fell  to  13.6%  from  17.8%.   Excluding  a
pretax  write-down  of  $8.4 million on a lease, operating income would have
decreased $6.0 million, or 6.7%, and the operating margin  would  have  been
15.2%.

     Revenues  in  the first quarter of 1995 of $545.4 million were up $46.1
million, or 9.2%.  Information services revenue improved $33.1  million,  or
14.4%,  to  $263  million.   Advertising revenue of $182.1 million increased
$7.5 million, or 4.3%, with advertising linage at The  Wall  Street  Journal
and  Ottaway  Newspapers  both  up  1.6%.  Linage at Barron's dropped 20.8%.
Circulation and other revenue increased $5.6 million, or 5.9%.

     Operating expenses were $471  million,  up  $60.5  million,  or  14.7%.
News,  operations  and  development  expenses  rose $26.9 million, or 18.5%,
partially due to higher payments to information  providers  (royalties)  and
increased  spending on product development and television.  Selling, general
and administrative expenses, which included the lease write-down, grew $20.2
million,  or  12%.  Newsprint expense climbed $9.7 million, or 41%, with the
cost per ton up nearly 40%.  The effect  of  recent  steep  newsprint  price
increases  was  reflected  immediately  in  first  quarter  expenses, as the
company follows the last-in-first-out (LIFO) newsprint  inventory  valuation
method.   Newsprint  consumption  increased  slightly over 2%.  At March 31,
1995, the company employed 10,625 full-time employees, up 3.5%  from  10,265
at  year-end  1994,  primarily  due to acquisitions and expanding television
activities.
<PAGE>
                                   PAGE 8


FINANCIAL INFORMATION SERVICES

     The financial information services segment reported operating income of
$48.1  million,  an  increase  of $4.3 million, or 9.7%, from the comparable
1994  quarter.   First-quarter  1995  operating   income   benefitted   from
fluctuations  in  foreign  currency  exchange  rates, primarily in the Asia/
Pacific region.  Excluding this benefit, first-quarter financial information
services  segment  operating  income  would  have increased $2.4 million, or
5.4%.

     Financial information services revenue rose $27.2 million, or 13.1%, to
$234.3  million.   Domestic revenues were up 7.7%, and revenues from foreign
operations grew 17%, or 12% excluding the benefit from  changes  in  foreign
currency  exchange  rates.   World-wide  volume  gains,  resulting from both
increases in the number of terminals and  enhanced  and  expanded  services,
caused  over  four-fifths  of  the  revenue  increase, excluding the foreign
exchange benefit.  Revenue growth was especially strong for the Digital Page
Feed product and for exclusive third-party information.

     Operating  expenses  for  the financial information services segment of
$186.2 million were up $22.9 million, or 14.1%,  in  the  first  quarter  of
1995,  in  part  reflecting  increases in volume-related royalty and selling
expenses.   Excluding  the  effect  of  foreign   currency   exchange   rate
fluctuations,  operating  expenses  would  have  increased $18.8 million, or
11.5%.  At March  31,  1995,  the  number  of  full-time  employees  in  the
financial information services segment was up 2.2% from year-end 1994.


BUSINESS PUBLISHING

     Business publishing segment operating income for the first three months
of 1995 of $26.4 million declined $19.5   million,  or  42.5%,  from  1994's
first  quarter.   Revenues  grew  $15.2 million, or 6.4%, to $251.6 million,
while operating expenses climbed $34.7 million, or 18.2%, to $225.2 million.
Excluding the write-down of an operating lease which was charged against the
segment in the first quarter of 1995 and the costs related  to  start-up  of
European  television  operations,  business  publishing operating income was
down $6.9 million, or 15%.  

     Revenues for the business publishing segment  were  $15.2  million,  or
6.4%,  more than the comparable 1994 period.  Advertising revenue from print
publications increased 3.2%, with advertising linage  for  The  Wall  Street
Journal  up  1.6%.   Linage  in  the  general  advertising  category,  which
comprised about 60% of total Wall Street Journal linage in the first quarter
of  1995,  grew  20.4%.   However, financial linage dropped 20.8%, hurt by a
cyclical drop in advertising  for  security  offerings  and  investment  and
trading  firms.  Barron's national advertising pages, which are also largely
dependent on financial advertising, were down  20.8%.   Advertising  revenue
for  international print publications, including the Asian and European Wall
Street Journals and the Far Eastern Economic Review, grew  24.2%. 
<PAGE>
                                   PAGE 9


     Circulation revenue for the business  publishing  segment  was  up  5%.
Journal  average  circulation  in the first quarter 1995 was 1,820,000, down
about 1% from 1994's first quarter.   Barron's average  circulation  was  up
slightly  from  the  first  quarter of 1994 and combined circulation for the
Asian and  European  Journals  increased  about  5%  to  109,000.   Business
Information  Services  group  revenue,  largely  composed of Dow Jones News/
Retrieval, grew 27.9%, chiefly due to volume gains and distribution fees. 

     Business publishing operating expenses rose $34.7 million, or 18.2%, in
the  quarter.   Excluding  the $8.4 million write-down of a lease, operating
expenses increased $26.3 million, or  13.8%.   Newsprint  expense  increased
approximately  40%,  reflecting the steep increase in newsprint prices and a
2.4% increase in consumption.  Also included within the business  publishing
segment  are expenses for the company's world-wide television and multimedia
initiatives, which rose $5.3 million in the first quarter  of  1995.   These
expenses  included  start-up  costs for the company's European Business News
channel, which began operations in February 1995.   Operating  expenses  for
the  Business  Information  Services  group increased 20.7% partially due to
higher royalty payments and product  development  expense.   The  number  of
full-time  employees  at  this  segment increased 8.1% from 1994's year end,
mainly  due  to  staffing  for  the  European  Business  News  channel   and
acquisitions. 


COMMUNITY NEWSPAPERS

     First-quarter 1995 operating income at the community newspapers segment
of $4.8 million increased $0.3 million, or 7.4%, compared with the like 1994
quarter.   Community  newspapers  revenue  of  $59.5  million increased $3.7
million, or 6.6%.  Advertising revenue  grew  7.7%  primarily  due  to  rate
increases;  advertising  linage  was  up 1.6%.  Circulation revenue for this
segment  was  up  2.9%  from  the  year-ago  quarter,  with  average   daily
circulation during the quarter up slightly.

     Expenses  at community newspapers grew $3.4 million, or 6.6%, in 1995's
first quarter.  Nearly half of the  expense  increase  was  attributable  to
higher newsprint prices.

     In  mid-March Ottaway Newspapers completed its acquisition of the Salem
Evening News, a daily newspaper published in Essex County, Massachusetts.


OTHER INCOME / DEDUCTIONS

     Interest expense in 1995's first quarter increased $0.3 million, or 7%,
from  the first-quarter 1994.  Long-term debt outstanding, excluding current
maturities, at March 31, 1995,  was  $280.1  million  compared  with  $234.7
million  a  year  earlier and $295.6 million at year-end 1994.  The debt-to-
equity ratio at March 31, 1995, was 18.6% compared to 15.4% a  year  earlier
and 19.9% at December 31, 1994.  

     Equity  in  earnings  of associated companies was $1.4 million compared
with losses of $2.8 million in the year-ago  quarter.   The  turnaround  was
attributable  to  the  company's  newsprint mill affiliates which benefitted
from the increases in newsprint prices.  In the first quarter of  1995,  the
company  recognized  $4  million  in equity earnings from the mills compared
with losses of $0.5 million in 1994's first quarter.  
<PAGE>
                                   PAGE 10


     Other, net for the first quarter of 1995 was $12.9 million and included
a  pretax  gain  of  $13.4  million  from  the  sale of 80% of the company's
interest in SportsTicker, a sports information service.


INCOME TAXES

     The effective income tax rate for the first quarter of 1995 declined to
46.9%  from 48.4% in the first quarter a year ago.  The decrease was largely
due to an easing of state income taxes. 


FINANCIAL POSITION

     The working capital ratio, excluding unearned revenue, was 1  to  1  at
both  March  31,  1995,  and December 31, 1994.  During 1995's first quarter
funds provided by operations of  $110.1  million  were  down  slightly  from
$112.4 million for the like 1994 period.

     During  the  first quarter of 1995, using funds provided by operations,
the  company  paid  cash  dividends  of  $22.2  million  and  made   capital
expenditures  of  $48.9  million.   Investments  totaled  $50.8  million and
included acquisitions of the business of Charter Financial Publishing Corp.;
majority  ownership  of IDD Enterprises, L.P.; and Salem News Publishing Co.
Cash and cash equivalents totaled  $13.4  million  at  March  31,  1995,  an
increase of $2.5 million from December 31, 1994. 

<PAGE>
                                   PAGE 11


PART II.   OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     At  the  Annual  Meeting  of Stockholders on April 19, 1995, there were
represented in  person  or  by  proxy  67,899,777  shares  of  Common  Stock
(carrying one vote per share) and  19,376,521 shares of Class B Common Stock
(carrying ten votes per share).  At the Annual Meeting:
<TABLE>
     1) the holders of the Common  Stock,  voting  separately  as  a  class,
elected as directors:
<CAPTION>

                                    FOR          VOTES WITHHELD 
     <S>                         <C>                  <C>
     Rand V. Araskog             67,435,968             463,809
     Vernon E. Jordan Jr.        66,243,827           1,655,950
     Carlos Salinas              67,342,271             557,506
</TABLE>
     2)   the  holders  of  the  Common  Stock and the Class B Common Stock,
voting together, elected as directors:
<TABLE>
<CAPTION>
                                     FOR          VOTES WITHHELD
     <S>                        <C>                  <C>   
     Kenneth L. Burenga         261,098,887             566,100
     William C. Cox Jr.         261,122,693             542,294
     Irvine O. Hockaday Jr.     261,119,570             545,417
     Donald E. Petersen         259,893,090           1,771,897
</TABLE> 
     3)  the holders of the Common Stock  and  the  Class  B  Common  Stock,
voting  together, failed to approve a stockholder proposal to establish one-
year terms for directors by a vote of 237,878,569 votes against;  18,787,475
votes in favor; 455,543 abstentions and 4,543,400 broker non-votes. 

     4)   the  holders  of  the  Common  Stock and the Class B Common Stock,
voting together, failed to approve a stockholder  proposal  to  establish  a
confidential   voting  policy  by  a  vote  of  237,653,739  votes  against;
18,817,775 votes in favor; 650,124 abstentions  and  4,543,349  broker  non-
votes.

     5)   the  holders  of  the  Common  Stock and the Class B Common Stock,
voting together, failed to  approve  a  stockholder  proposal  to  eliminate
pension  benefits  for  outside  directors  by  a  vote of 240,594,838 votes
against; 15,831,188 votes in favor; 695,560 abstentions and 4,543,401 broker
non-votes.

     6)   the  holders  of  the  Common  Stock and the Class B Common Stock,
voting together, failed to approve  a  stockholder  proposal  to  limit  the
compensation  of Dow Jones' chief executive officer by a vote of 251,163,982
votes against; 5,198,647 votes in favor; 758,958 abstentions  and  4,543,400
broker non-votes.

     In  addition,  the  following  directors  continued in office after the
meeting:  Bettina Bancroft, Peter R. Kann, David K. P. Li, James H.  Ottaway
Jr.,  Warren H. Phillips, James Q. Riordan, Martha S. Robes, Carl M. Valenti
and Richard D. Wood.
<PAGE>
                                  PAGE 12 

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

    (a)  Exhibits filed:

          Financial Data Schedule (Exhibit 27)

    (b)  Reports on Form 8-K:

          No reports on Form 8-K were filed during the quarter for which    
           this report is filed.
<PAGE>
                                   PAGE 13

                                  SIGNATURE
                                  ---------


     Pursuant to the requirements of the Securities Exchange  Act  of  1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                              DOW JONES & COMPANY, INC.
                                              -------------------------
                                                    (Registrant)


Date:  May 5, 1995                           By    Thomas G. Hetzel
                                                 ----------------------
                                                       Comptroller
                                              (Chief Accounting Officer)

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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS IN FORM 10-Q FOR DOW JONES & COMPANY, INC. FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
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<NAME> DOW JONES & COMPANY, INC.
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