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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Wilcox John (Last) (First) (Middle) DOW JONES & COMPANY, INC. 200 LIBERTY STREET (Street) NEW YORK NY 10281 (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 X Officer (give title below) Other (specify below) SVP/Pres, Community Media
	3. Date of Earliest Transaction (Month/Day/Year) 12/13/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/13/2007		D		4,202	D	(1)	0	D
Common Stock	12/13/2007		A		4,933	A	(2)	4,933	D
Common Stock	12/13/2007		D		4,933	D	(2)	0	D
Common Stock	12/13/2007		A		6,400	A	(3)	6,400	D
Common Stock	12/13/2007		D		6,400	D	(3)	0	D
Common Stock	12/13/2007		A		5,933	A	(4)	5,933	D
Common Stock	12/13/2007		D		5,933	D	(4)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$49.125	12/13/2007		D			2,800	(5)	11/18/2008	Common Stock	2,800	$10.875	0	D
Employee Stock Option (right to buy)	$64	12/13/2007		D			2,400	(6)	01/19/2010	Common Stock	2,400	(6)	0	D
Employee Stock Option (right to buy)	$59.5	12/13/2007		D			3,100	(7)	01/17/2011	Common Stock	3,100	$0.5	0	D
Employee Stock Option (right to buy)	$55.16	12/13/2007		D			6,800	(8)	01/16/2012	Common Stock	6,800	$4.84	0	D
Employee Stock Option (right to buy)	$44.68	12/13/2007		D			10,000	(9)	01/15/2013	Common Stock	10,000	$15.32	0	D
Employee Stock Option (right to buy)	$52.65	12/13/2007		D			11,100	(10)	01/21/2014	Common Stock	11,100	$7.35	0	D
Employee Stock Option (right to buy)	$41.14	12/13/2007		D			5,400	(11)	01/19/2015	Common Stock	5,400	$18.86	0	D
Employee Stock Option (right to buy)	$38.31	12/13/2007		D			8,100	(12)	02/15/2016	Common Stock	8,100	$21.69	0	D
Employee Stock Option (right to buy)	$37.33	12/13/2007		D			8,400	(13)	02/21/2017	Common Stock	8,400	$22.67	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger dated as of July 31, 2007, by and among Dow Jones & Company, Inc. (the "Company"), News Corporation, Ruby Newco LLC and Diamond Merger Sub Corporation, as amended (the "Merger Agreement"), in exchange for $60.00 cash per share.

2. Pursuant to the Merger Agreement, these contingent stock rights were converted into the right to receive an amount in cash equal to $295,980, which represents the product of $60.00 and the number of shares of Company common stock constituting the Reporting Person's final award for the 2005-2007 performance period under the Company's 2001 Long Term Incentive Plan ("LTIP"). The amount is payable after the close of the relevant performance period.

3. Pursuant to the Merger Agreement, these contingent stock rights were converted into the right to receive an amount in cash equal to $384,000, which represents the product of $60.00 and the number of shares of Company common stock constituting the Reporting Person's final award for the 2006-2008 performance period under the LTIP. The amount is payable after the close of the relevant performance period.

4. Pursuant to the Merger Agreement, these contingent stock rights were converted into the right to receive an amount in cash equal to $355,980, which represents the product of $60.00 and the number of shares of Company common stock constituting the Reporting Person's final award for the 2007-2009 performance period under the LTIP. The amount is payable after the close of the relevant performance period.

5. Pursuant to the Merger Agreement, this option, which was granted on November 18, 1998 and vested on the third anniversary of the grant date, was cancelled in exchange for a cash payment of $30,450, which represents the excess of $60.00 per share over the exercise price per share of this option.

6. See Exhibit 99.1 for text of footnote 6.

7. Pursuant to the Merger Agreement, this option, which was granted on January 17, 2001 and vested on the third anniversary of the grant date, was converted into an option to acquire 8,891 shares of Class A common stock of News Corporation at an exercise price of $20.75 per share. Under the Merger Agreement, the number of shares of Class A common stock of News Corporation subject to the option was determined by multiplying (i) the number of shares of Company common stock subject to the option by (ii) the Exchange Ratio. The exercise price of the option was determined by dividing (x) the per share exercise price specified in the option to acquire Company common stock by (y) the Exchange Ratio. The News Corporation Class A common stock had a market value of $20.70 per share on the effective date of the merger.

8. Pursuant to the Merger Agreement, this option, which was granted on January 16, 2002 and vested on the third anniversary of the grant date, was converted into an option to acquire 19,503 shares of Class A common stock of News Corporation at an exercise price of $19.24 per share. Under the Merger Agreement, the number of shares of Class A common stock of News Corporation subject to the option was determined by multiplying (i) the number of shares of Company common stock subject to the option by (ii) the Exchange Ratio. The exercise price of the option was determined by dividing (x) the per share exercise price specified in the option to acquire Company common stock by (y) the Exchange Ratio. The News Corporation Class A common stock had a market value of $20.70 per share on the effective date of the merger.

9. Pursuant to the Merger Agreement, this option, which was granted on January 15, 2003 and vested on the third anniversary of the grant date, was cancelled in exchange for a cash payment of $153,200, which represents the excess of $60.00 per share over the exercise price per share of this option.

10. Pursuant to the Merger Agreement, this option, which was granted on January 21, 2004 and vested on the third anniversary of the grant date, was cancelled in exchange for a cash payment of $81,585, which represents the excess of $60.00 per share over the exercise price per share of this option.

11. Pursuant to the Merger Agreement, this option, which was granted on January 19, 2005 and is scheduled to vest on the third anniversary of the grant date, was cancelled in exchange for the right to receive a cash payment in the amount of $101,844, which represents the excess of $60.00 per share over the exercise price per share of this option. The cash is payable on the date on which the option would otherwise have become exercisable.

12. Pursuant to the Merger Agreement, this option, which was granted on February 15, 2006 and is scheduled to vest on the third anniversary of the grant date, was cancelled in exchange for the right to receive a cash payment in the amount of $175,689, which represents the excess of $60.00 per share over the exercise price per share of this option. The cash is payable on the date on which the option would otherwise have become exercisable.

13. Pursuant to the Merger Agreement, this option, which was granted on February 21, 2007 and is scheduled to vest on the third anniversary of the grant date, was cancelled in exchange for the right to receive a cash payment in the amount of $190,428, which represents the excess of $60.00 per share over the exercise price per share of this option. The cash is payable on the date on which the option would otherwise have become exercisable.

	/s/ Mia Israeli, Attorney-in-Fact	12/17/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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