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^*

HAMMER ROY A

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

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2005

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 Stock	07/13/2005		M		6,243	A	$36.48	6,743	D
Common Stock	07/13/2005		D		6,243	D	$36.48	500	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)
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)
Stock equivalent units	⁽¹⁾	07/13/2005		A		134⁽⁵⁾		⁽²⁾	⁽²⁾	Common Stock	134	⁽³⁾	6,212⁽⁴⁾	D
Stock equivalent units	⁽¹⁾	07/13/2005		A		31⁽⁶⁾		⁽²⁾	⁽²⁾	Common Stock	31	⁽³⁾	6,243⁽⁴⁾	D
Stock equivalent units	$36.48	07/13/2005		M			6,243	⁽²⁾	⁽²⁾	Common Stock	6,243	$36.48	0	D

Explanation of Responses:

1. Price is not a dollar value. The stock equivalent units convert to common stock on a one-for-one basis.

2. Dates are not applicable. The stock equivalent units are accrued under the Dow Jones & Company deferred compensation plan for non-employee directors and are to be settled upon the reporting person's retirement in cash or shares of common stock, or a combination of cash and common stock, as the reporting person may select.

3. Price is not applicable.

4. 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.

5. Additional units issued as compensation for the first quarter of 2005 that was not paid out at the time due to an administrative error.

6. Additional units issued as compensation for the second quarter of 2005 that was not paid out at the time due to an administrative error.

Remarks:

	/s/ Roy A. Hammer	07/15/2005
	** 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.
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