EXHIBIT 10.15


          			CERTIFICATE OF INCORPORATION

             				       OF

  		          DOW JONES & COMPANY, INC.
		(As amended April 22, 1988 and April 25, 1989)


Dow Jones & Company, Inc., a Delaware corporation, hereby certifies as
follows:

	FIRST.  The name of the corporation is Dow Jones & Company, Inc.

	SECOND.  Its registered office in the State of Delaware is located
at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.  The name and address of its registered agent is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801.

	THIRD.  The nature of the business, or objects or purposes to be
transacted, promoted or carried on, are:

	a) To gather, collect, purchase, analyze, prepare, edit, publish
and distribute by newspapers, magazines, books, periodicals and other
publications, by ticker, by news bulletins and by other methods, news,
comment and quotations of all kinds and descriptions;

	(b) To edit, publish, print, conduct, and circulate, or otherwise
deal with any newspapers, news services, magazines, books, periodicals,
bulletins and other publications, and news, comment and quotations of
all kinds and descriptions, and in general, to carry on the business of
collecting, editing, transmitting, publishing and disseminating news,
comment and opinion in any form or manner;

	(c) To purchase or otherwise acquire and to sell, either as
principal or agent, newspapers, news services, magazines, books,
periodicals and other publications of all kinds and descriptions,
stationery and stationer's supplies, and, generally, to carry on the
business of wholesale and retail book sellers and stationers;

	(d) To design, manufacture, buy, sell, lease, operate, maintain,
service and deal in and with news tickers, stock, bond and other tickers,
and other receiving, transmitting and recording instruments, printing,
engraving and lithographing machinery, and other machines, machinery and
apparatus of all kinds and descriptions for receiving, transmitting,
publishing and recording news, comment and quotations;

	(e) To design, manufacture, buy, sell, lease, operate, maintain,
service and deal in and with all kinds of machines, machinery and
equipment;

	(f) To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, and mortgage or otherwise dispose of, letters patent of the
United States or any foreign country, patent rights, licenses and
privileges, inventions, improvements and processes, copyrights,
trademarks and trade names, relating to or useful in connection with any
business of the corporation;



	(g) To carry on a general advertising and publicity business in
all its branches, either as principal or agent, and to acquire and
operate franchises or privileges for the performance of the purposes of
the corporations;

	(h) To conduct, and carry on the business of a printer, publisher,
lithographer, stereotyper, electrotyper, photographic printer, engraver,
bookbinder and stationer, including the printing and publication of
newspapers, news services, magazines, news bulletins, stock, bond and
other quotations and news, books, pamphlets, periodicals, posters,
circulars, envelopes, bill and letterheads, cards, tags, labels,
commercial, financial and law blanks and forms of every description; and
in general, to carry on and conduct the business of a printer and
publisher;

	(i) To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of,
trade in, deal in and deal with goods, wares and merchandise and personal
property of every class and descriptions;

	(j) To purchase, buy, sell, exchange, own, hold, maintain, work,
develop, convey, mortgage, lease, let, hire and otherwise acquire, dispose
of or deal in and with real estate and personal property, wheresoever
situated, in any part of the world, and without limit as to the amount or
value thereof, and any interest or right or rights therein, and to improve
or deal with such property in any way permitted by law;

	(k) To borrow or raise moneys for any of the purposes of the
corporation and, from time to time, without limit as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills
of exchange, warrants, bonds, debentures and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to secure the
payment of any thereof and of the interest thereon by mortgage upon or
pledge, conveyance or assignment in trust of the whole or any part of the
property of the corporation, whether at the time owned or thereafter
acquired, and to sell, pledge or otherwise dispose of such bonds or other
obligations of the corporation for its corporate purposes, and to confer
upon the holders of any of its bonds or other obligations such powers,
rights and privileges as from time to time may be deemed advisable by the
board of directors, to the extent permitted by law;

	(l) To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of
the capital stock, or any voting trust certificates in respect of the
shares of capital stock, scrip, warrants, rights, bonds, debentures,
notes, trust receipts, and other securities, obligations, choses in action
and evidences of indebtedness or interest issued or created by any
corporations, joint stock companies, syndicates, associations, firms,
trusts or persons, public or private, or by the government of the United
States of America, or by any foreign government, or by any state,
territory, province, municipality or other political subdivision or by any
governmental agency, and as owner thereof to possess and exercise all of
the rights, powers and privileges of ownership, including the right to
execute consents and vote thereon, and to do any and all acts and things



necessary or advisable for the preservation, protection, improvement and
enhancement in value thereof.

	(m) To lend and advance money and extend credit to any person,
firm or corporation, either with or without security;

	(n) To purchase or otherwise acquire, hold, cancer, reissue, sell,
pledge, exchange, transfer or otherwise deal in its own securities,
including shares of its capital stock of any class, from time to time and
to such extent and in such manner and upon such terms as the board of
directors shall determine; provided it shall not use its funds or property
for the purchase of its own shares of capital stock when such use would
cause any impairment of its capital except as otherwise permitted by law,
and provided further that shares of its own capital stock belonging to it
shall not be voted upon directly or indirectly;

	(o) To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and property, and
to undertake or assume the whole or any part of the obligations or
liabilities of any person, firm, association, trust or corporations;

	(p) To apply for, purchase, or acquire by assignment, transfer or
otherwise, and to exercise, carry out and enjoy any and all rights under
any statute, ordinance, order, license, power, authority, franchise,
concession or privilege which any government or authority, or any other
corporate or public body, may be empowered to enact, make or grant, and to
pay for, aid in and contribute toward carrying the same into effect, and
to appropriate any of the corporation's stock, bonds, debentures, notes
and other securities and assets to defray the necessary costs, charges and
expenses thereof,

	(q) To enter into, make and perform contracts of every kind and
description with any person, firm, association, trust, corporation,
municipality, county, state, body politic or government or colony or
dependency thereof;

	(r) To consolidate with or merge into any one or more other
corporations whenever and however organized;

	(s) To have one or more offices and to carry on all or any of its
operations and business in any of the states, districts, territories or
possessions of the United States, and in any and all foreign countries,
subject to the laws of such state, district, territory, possession or
country;

	(t) In general, to carry on any other business in connection with
the foregoing, and to have and exercise all the powers conferred by the
laws of Delaware upon corporations formed under the General Corporation
Law of the State of Delaware.

The objects and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference
to, or inference from, the terms of any other clause in this certificate
of incorporation, but the objects and purposes specified in each of the
foregoing clauses of this Article shall be regarded as independent objects
and purposes, and the enumeration of specific objects and purposes shall



not be construed to restrict in any manner the general objects and
purposes of the corporation, nor shall the expression of one thing be
deemed to exclude another, although it be of like nature.  The
enumeration of objects and purposes herein shall not be deemed to
exclude or in any way limit by inference any powers, objects or purposes
which the corporation is empowered to exercise, whether expressly by
force of the laws of Delaware, now or hereafter in effect, or impliedly
by any reasonable construction of said laws.

FOURTH.  The total number of shares of all classes which the corporation
shall have authority to issue is One Hundred Sixty Million (160,000,000),
consisting of One Hundred Thirty-five Million (135,000,000) shares of
common stock of the par value of $1 per share (hereinafter called "Common
Stock") and twenty-five Million (25,000,000) shares of class B common
stock of the par value of $1 per share (hereinafter called "Class B Common
Stock").

	1. (a) At every meeting of the stockholders every holder of Common
Stock shall be entitled to one (1) vote in person or by proxy for each
share of Common Stock standing in his name on the stock transfer records
of the corporation and every holder of Class B Common Stock shall be
entitled to ten (10) votes in person or by proxy for each share of Class
B Common Stock standing in his name on the stock transfer records of the
corporation, provided that at every meeting of the stockholders called
for the election of directors the holders of Common Stock, voting
separately as a class, shall be entitled to elect one-third (1/3) of the
number of directors to be elected at such meeting, and if one-third (1/3)
of such number of directors is not a whole number, then the holders of
Common Stock, voting separately as a class, shall be entitled to elect
the next higher whole number of directors to be elected at such meeting,
and the holders of Class B Common Stock shall have no voting rights with
respect to the election of such directors.  Directors elected by the
holders of Common Stock, voting separately as a class, may be removed,
with or without cause, only by a vote of the holders of a majority of the
shares of Common Stock then outstanding, voting separately as a class.
If, during the interval between annual meetings of stockholders for the
election of directors, the number of directors who have been elected by
the holders of Common Stock voting separately as a class shall, by reason
of resignation, death or removal, be reduced, the vacancy or vacancies in
the directors elected by the holders of Common Stock voting separately as
a class shall be filled by a majority vote of the remaining directors then
in office, even if less than a quorum, and if not so filled within forty
days after the creation of such vacancy or vacancies, the Secretary of the
corporation shall call a special meeting of the holders of Common Stock
and such vacancy or vacancies shall be filled at such special meeting.
Any director elected to fill any such vacancy by the remaining directors
then in office may be removed from office by vote of the holders of a
majority of the shares of Common Stock voting separately as a class.

  	(b) Every reference in this certificate of incorporation to a
minority or other proportion of shares of stock shall refer to such
majority or other proportion of the votes of such shares of stock.

	2. (a) No person holding shares of Class B Common Stock
(hereinafter called a "Class B Holder") may transfer, and the corporation
shall not register the transfer of, such shares of Class B Common Stock,
whether by



sale, assignment, gift, bequest, appointment or otherwise, except to a
Permitted Transferee of such Class B Holder, which term shall have the
following meanings:

	(i) In the case of a Class B Holder who is a natural person holding
record and beneficial ownership of the shares of Class B Common Stock in
question, "Permitted Transferee" means (A) the spouse of such Class B
Holder, (B) a lineal descendant of a great grandparent of such Class B
Holder, (C) the trustee of a trust (including a voting trust) for the
benefit of one or more of such Class B Holder, other lineal descendants
of a great grandparent of such Class B Holder, the spouse of such Class
B Holder, and all organization contributions to which are deductible for
federal income, estate or gift tax purposes (hereinafter called a
"Charitable Organization"), and for the benefit of no other person,
provided that such trust may grant a general or special power of
appointment to such spouse and may permit trust assets to be used to pay
taxes, legacies and other obligations of the trust or the estate of such
Class B Holder payable by reason of the death of such Class B Holder and
provided that such trust must prohibit transfer of shares of Class B
Common Stock to persons other than Permitted transferees as defined in
clause (ii) below, (D) a Charitable Organization established by such
Class B Holder, such Class B Holder's spouse or a lineal descendant of
a great grandparent of such Class Holder, (E) a corporation all of the
outstanding capital stock of which is owned by, or a partnership all of
the partners of which are, one or more of such Class B Holder, other
lineal descendants of a great grandparent of such Class B Holder, and
the spouse of such Class B Holder, provided that if any share of capital
stock of such a corporation (or of any survivor of a merger or
consolidation of such a corporation), or any partnership interest in such
a partnership, is acquired by any person who is not within such class of
persons, all shares of Class B Common Stock then held by such corporation
or partnership, as the case may be, shall be deemed without further act
on anyone's part to be converted into shares of Common Stock, and stock
certificates formerly representing such shares of Class B Common Stock
shall thereupon and thereafter be deemed to represent the like number
of shares of Common Stock.

	(ii) In the case of a Class B Holder holding the shares of Class B
Common Stock in question as trustee pursuant to a trust other than a trust
described in clause (iii) below, "Permitted Transferee" means (A) the
person who established such trust, and (B) a Permitted Transferee of such
person determined pursuant to clause (i) above.

	(iii) In the case of a Class B Holder holding the shares of Class B
Common Stock in question as trustee pursuant to a trust which was
irrevocable on the record date (hereinafter in this paragraph 2 called
the "Record Date") for determining the persons to whom the Class B Common
Stock is first distributed by the corporation, "Permitted Transferee"
means any person to whom or for whose benefit principal may be distributed
either (during or at the end of the term of such trust whether by power of
appointment or otherwise.




	(iv) In the case of a Class B Holder holding record (but not
beneficial) ownership of the shares of Class B Common Stock in question
as nominee for the person who was the beneficial owner thereof on the
Record Date, "Permitted Transferee" means such beneficial owner and a
Permitted Transferee of such beneficial owner determined pursuant to
clauses (i), (ii), (iii), (v) or (vi) hereof, as the case may be.

	(v) In the else of a Class B Holder which is a partnership holding
record and beneficial ownership of the shares of Class B Common Stock in
question, "Permitted Transferee" means any partner of such partnership.

	(vi) In the case of a Class B Holder which is a corporation (other
than a Charitable Organization described in subclause (D) of clause (i)
above) holding record and beneficial ownership of the shares of Class B
Common Stock in question,  "Permitted Transferee" means any stockholder
of such corporation receiving shares of Class B Common Stock through a
dividend or through a distribution made upon liquidation of such
corporation, and the survivor of a merger or consolidation of such
corporation.

	(vii) In the case of a Class B Holder which is the estate of a
deceased Class B Holder, or which is the estate of a bankrupt or
insolvent Class B Holder, and provided such deceased, bankrupt or
insolvent Class B Holder, as the case may be, held record and beneficial
ownership of the shares of Class B Common Stock in question, "Permitted
Transferee" means a Permitted Transferee of such deceased, bankrupt or
insolvent Class B Holder as determined pursuant to clauses (i), (v) or
(vi) above, as the case may be.

	(b) Notwithstanding anything to the contrary set forth herein, any
Class B Holder may pledge such Holder's shares of Class B Common Stock to
a pledgee pursuant to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee, provided that such shares
shall not be transferred to or registered in the name of the pledgee and
shall remain subject to the provisions of this paragraph 2. In the event
of foreclosure or other similar action by the pledgee, such pledged shares
of Class B Common Stock may only be transferred to a Permitted Transferee
of the pledgor or converted into shares of Common Stock, as the pledgee
may elect.

	(c) For purposes of this paragraph 2:

	(i) The relationship of any person that is derived by or through
legal adoption shall be considered a natural one.

	(ii) Each joint owner of shares of Class B Common Stock shall
be considered a "Class B Holder" of such shares.

	(iii) A minor for whom shares of Class B Common Stock are held
pursuant to a Uniform Gifts to Minors Act or similar law shall be
considered a Class B Holder of such shares.




	(iv) Unless otherwise specified, the term "person" means both
natural persons and legal entities.

	(d) Any purported transfer of shares of Class B Common Stock not
permitted hereunder shall be void and of no effect and the purported
transferee shall have no rights as a stockholder of the corporation and
no other rights against or with respect to the corporation. The
corporation may, as a condition to the transfer or the registration of
transfer of shares of Class B Common Stock to a purported Permitted
Transferee, require the furnishing of such affidavits or other proof as
it deems necessary to establish that such transferee is a Permitted
Transferee. The corporation may note on the certificates for shares of
Class B Common Stock the restrictions of transfer andregistration of
transfer imposed I)v this paragraph 2.

	(e) When the number of outstanding shares of Class B Common Stock
falls below Twelve Million (12,000,000), or such higher number as results
from adjustments for stock splits or stock dividends, the outstanding
shares of Class B Common Stock shall be deemed without further act oil
anyone's part to be converted into shares of Common Stock, and stock
certificates formerly representing outstanding shares of Class B Common
Stock shall thereupon and thereafter be deemed to represent the like
number of shares of Common Stock.

	3.(a) Each share of Class B Common Stock may at any time be
converted into one (1) fully paid and non-assessable share of Common
Stock.  Such right shall be exercised by the surrender of the certificate
representing such share of Class B Common Stock to be converted to the
corporation at any time during normal business hours at the principal
executive offices of the corporation, or if all agent for the
registration of transfer of shares of Class B Common Stock is then duly
appointed and acting (said agent being hereinafter called the "Transfer
Agent") then at the office of the Transfer Agent, accompanied by a
written notice of the election by the holder thereof to convert and
(if so required by the corporation or the Transfer Agent) by instruments
of transfer, in form satisfactory to the corporation and to the Transfer
Agent, duly executed by such holder or his duly authorized attorney, and
transfer tax stamps or funds therefor, if required pursuant to
subparagraph (e) below.

	(b) As promptly as practicable after the surrender for conversion
of a certificate representing shares of Class B Common Stock in the
manner provided in subparagraph (a) above and the payment in cash of any
amount required by the provisions of subparagraphs (a) and (e), the
corporation will deliver or cause to be delivered at the office of the
Transfer Agent to or upon the written order of the holder of such
certificate, a certificate or certificates representing the number of
full shares of Common Stock issuable upon such conversion, issued in such
name or names as such holder may direct.  Such conversion shall be deemed
to have been made immediately prior to the close of business on the date
of the surrender of the certificate representing shares of Class B Common
Stock, and all rights of the holder of such shares as such holder shall
cease at such time and the person or persons in whose name or names the
certificate or certificates representing the shares of Common Stock are
to be issued shall be treated for all purposes as having become the
record holder or holders of such shares of Common Stock at such time;
provided, however,




that any such surrender and payment on any date when the stock transfer
books of the corporation shall be closed shall constitute the person or
persons in whose name or names the certificate or certificates
representing shares of Common Stock are to be issued as the record
holder or holders thereof for all purposes immediately prior to the close
of business on the next succeeding day on which such stock transfer books
are open.

	(c) No adjustments in respect of dividends shall be made upon the
conversion of any share of Class B Common Stock, provided, however, that
if a share shall be converted subsequent to the record date for the
payment of a dividend or other distribution on shares of Class B Common
Stock but prior to such payment, the registered holder of such share at
the close of business on such record date shall be entitled to receive
the dividend or other distribution payable on such share on such date
notwithstanding the conversion thereof or corporation's default in
payment of the dividend due on such date.

	(d) The corporation covenants that it will at all times reserve
and keep available, solely for the purpose of issue upon conversion of
the outstanding shares of Class B Common Stock, such number of shares
of Common Stock as shall be issuable upon the conversion of all such
outstanding shares, provided, that nothing contained herein shall be
construed to preclude the corporation from satisfying its obligations in
respect of the conversion of the outstanding shares of Class B Common
Stock by delivery of purchased shares of Common Stock which are held in
the treasury of the corporation.  The corporation covenants that if any
shares of Common Stock, required to be reserved for purposes of
conversion hereunder, require registration with or approval of any
governmental authority under any federal or state 1aw before such shares
of Common Stock may be issued upon conversion, the corporation will cause
such shares to be duly registered or approved, as the case may be.  The
corporation will endeavor to list the shares of Common Stock required to
be delivered upon conversion prior to such delivery upon each national
securities exchange upon which tile outstanding Common Stock is listed at
the time of such delivery.  The corporation covenants that all shares of
Common Stock which shall be issued upon conversion of the shares of Class
B Common Stock, will, upon issue, be fully paid and non-assessable and
not subject to any preemptive rights.

	(e) The issuance of certificates for shares of Common Stock upon
conversion of shares of Class B Common Stock shall be made without charge
for any stamp or other similar tax in respect of such issuance.  However,
if any such certificate is to be issued in a name other than that of the
holder of the share or shares of Class B Common Stock converted, tile
person or persons requesting the issuance thereof shall pay to the
corporation the amount of any tax which may be payable in respect of any
transfer involved in such issuance or shall establish to the satisfaction
of the corporation that such tax has been paid.

	4. Each share of Common Stock and Class B Common Stock shall be
equal in respect of rights to dividends and other distributions in cash,
stock or property of the corporation, provided that in the case of
dividends or other distributions payable in stock of the corporation,



including distributions pursuant to stock split-ups or divisions of stock
of the corporation, which occur after the date shares of Class B Common
Stock are first issued by the corporation, only shares of Common Stock
shall be distributed with respect to Common Stock and only shares of
Class B Common Stock shall be distributed with respect to Class B Common
Stock.

	5. Except as otherwise provided in paragraph 4 above, the
corporation shall not issue additional shares of Class B Common Stock
after the date shares of Class B Common Stock are first issued by the
corporation, and all shares of Class B Common Stock surrendered for
conversion shall be retired, unless otherwise approved by the affirmative
vote of the holders of a majority of the outstanding shares of stock of
the corporation entitled to vote.

	6. The number of authorized shares of any class or classes of stock
of the corporation may be increased or decreased by the affirmative vote
of the holders of a majority of the outstanding shares of stock of the
corporation entitled to vote.

	. No stockholder of the corporation shall be entitled as of right
to subscribe for, purchase or receive any part of any new or additional
issue of stock of any class, whether now or hereafter authorized, or of
bonds, debentures or other securities convertible into or exchangeable
for stock, but all such additional shares of stock of any class, or bonds,
debentures or other securities convertible into or exchangeable for stock,
may be issued and disposed of by the board of directors on such terms and
for such consideration, so far as may be permitted by law, and to such
persons, as the board of directors in its absolute discretion may deem
advisable.

	Fifth.  The following provisions regarding the election and removal
of directors are established:

	(a) The number of directors of the corporation shall be not less
than ten or than twenty, and, subject to such limitations shall be fixed
from time to time by or pursuant to the bylaws.  The directors shall be
classified, with respect to the time for which they severally hold office,
into three classes. as nearly equal in number as possible (and, if Class
B Common Stock is outstanding, consisting as nearly as possible of one
director elected by the Common Stock, voting separately as a class, for
every two directors elected by the Common Stock voting together,), one
class to be originally elected for a term expiring at the 1987 annual
meeting of stockholders, another class to be originally elected for a
term expiring at the 1988 annual meeting of stockholders, and another
class to be originally elected for a term expiring at the 1989 annual
meeting of stockholders, with the members of each class to hold office
until their successors have been elected and have qualified.  At each
annual meeting of stockholders, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third
year following the year of their election.  Notwithstanding the
foregoing, the term of any director who is then 70 years of age or older
shall in all events expire at the 1989 annual meeting of stockholders,
and thereafter the term of each director shall in all events expire at
the annual meeting of stockholders next following such director's 70th
birthday.



(b) Nominations for the election of directors may be made by the board
of directors or by any stockholder entitled to vote in the election of
directors.  However, any stockholder entitled to vote in the election of
directors may nominate one or more persons for election as director only
if written notice of such stockholder's intent to make such nomination
or nominations has been given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the corporation not
later than (i) with respect to an election to be held at all annual
meeting of stockholders, 45 days in advance of the calendar day on which
the corporation's proxy statement was released to stockholders in
connection with the previous year's annual meeting of stockholders and
(ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on
the seventh day following the day on which notice of such meeting is
first given to stockholders.  Each such notice shall set forth: (A) the
name and address of the stockholder who intends to make the nomination
or nominations and of the person or persons to be nominated; (B) a
representation that the stockholder is a holder of record of stock of
the corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (C) a description of all arrangements or
understandings between such stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations is or are to be made by the stockholder; (D)
such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission if the nominee had been nominated by the board of
directors; and (E) the consent of each nominee to serve as a director
of the corporation if elected.  The chairman of any meeting of
stockholders may refuse to acknowledge the nomination of any person if
not made in compliance with the foregoing procedure.

	(c) Newly created directorships resulting from any increase in the
number of directors and any vacancies on the board of directors resulting
from resignation, retirement, death, disqualification, removal, or other
cause may be filled by a majority of the remaining directors then in
office, even if less than a quorum, except as Article Fourth otherwise
provides with respect to. If Class B Common Stock is outstanding, the
election of directors by the holders of theCommon Stock vating separately
as a class. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor has been elected
and has qualified.  No decrease in the number of directors constituting
the board of directors shall shorten the term of any incumbent director.

	(d) Any director may be removed from office only for cause and only
by the affirmative vote of the holders of at least 80% of the voting
power of the Outstanding Voting Stock (as defined in paragraph (a) of
Article Seventh), voting together as a single class, except as Article
Fourth otherwise provides with respect to, if Class B Common Stock is
outstanding,



the election of directors by the holders of the Common Stock voting
separately as a class.

	(e) Notwithstanding any other provision of this certificate of
incorporation or the bylaws (and notwithstanding the fact that a lesser
percentage may be specified by law, this certificate of incorporation
or the bylaws), the affirmative vote of the holders of at least 80% of
the voting power of the outstanding Voting Stock, voting together as a
single class, shall be required to alter, amend, adopt any provision
inconsistent with, or repeal this Article Fifth.

	SIXTH.  Any action required or permitted to be taken by the
stockholders of tile corporation must be taken at a duly called annual
or special meeting of stockholders and may not be taken by any consent
in writing of such holders.  Special meetings of stockholders of the
corporation may be called only by a majority vote of the whole board of
directors, except as otherwise required by law and except as Article
Fourth otherwise provides with respect to special meetings to be called
for the purpose of the election of directors by, if Class B Common Stock
is outstanding, the holders of the Common Stock voting separately as a
class.  Notwithstanding any other provision of this certificate of
incorporation or the bylaws (and notwithstanding the fact that a lesser
percentage may be specified by law, this certificate of incorporation
or the bylaws), the affirmative vote of the holders of at least 80% of
the voting power of the outstanding Voting Stock, voting together as a
single class, shall be required to alter, amend, adopt any provision
inconsistent with, or repeal this Article Sixth.

	SEVENTH.  The following provisions concerning certain actions and
transactions are established:

(a) In addition to any affirmative vote required by law or this
certificate of incorporation, and except as otherwise expressly provided
in paragraph (c) of this Article Seventh:

	(i) any merger or consolidation of the corporation or any
Subsidiary (as hereinafter defined) with (A) any Interested Stockholder
(as hereinafter defined) or (B) any other person (whether or not itself
an Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter defined) of any
Interested Stockholder; or

	(ii)  any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or in a series of transactions)
to or with any Interested Stockholder or any Affiliate of any Interested
Stockholder of any assets of the corporation or any Subsidiary having an
aggregate Fair Market Value (as hereinafter defined) of $25 million or
more; or

	(iii) the issuance or transfer by the corporation or any
Subsidiary (in one transaction or in a series of transactions) of any
securities of the corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested Stockholder in exchange
for cash, securities or other property (or a combination thereof) having
an aggregate Fair Market Value of $25 million or more; or



	(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by or on behalf of any
Interested Stockholder or any Affiliate of any Interested Stockholder;
or

	(v) any reclassification of securities (including any reverse
stock split), or recapitalization of the corporation, or any merger or
consolidation of the corporation with any Subsidiary or any other
transaction (whether or not with or into or, otherwise involving any
Interested Stockholder) which has the effect, directly or indirectly,
of increasing the proportionate share of the outstanding shares of any
class of Equity Security (as hereinafter defined) of the corporation or
any Subsidiary which is directly or indirectly owned by any Interested
Stockholder or any Affiliate of any Interested Stockholder; shall
require the affirmative vote of the holders of at least 80% of the
voting power of the outstanding shares of capital stock of the
corporation entitled to vote for the election of directors (the "Voting
Stock"), voting together as a single class.  Such affirmative vote shall
be required notwithstanding the fact that no vote may be required, or
that a lesser percentage may be specified, by law or in any agreement
with any national securities exchange or otherwise.

	(b) The term "Business Combination" means any transaction
described in clauses (i) through (v) of paragraph (a) of this Article
Seventh.

	(c) The provisions of paragraph (a) of this Article Seventh shall
not be applicable to a Business Combination, and the Business Combination
shall require only the affirmative vote required by law and any other
provision of this certificate of incorporation, if all of the conditions
specified in either of the following subparagraphs (i) or (ii) are met:

	(i) The Business Combination shall have been approved by a
majority of the Continuing Directors (as hereinafter defined).

	(ii) All of the following conditions shall have been met:

	(A) The aggregate amount of the cash and the Fair Market Value as
of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of
Common Stock and Class B Common Stock in the Business Combination is at
least equal to the highest of the following:

	(1) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid
by the Interested Stockholder in question for any shares of Common Stock
acquired by it (x) within the two-year period immediately prior to the
first public announcement of the terms of the proposed Business
Combination (the "Announcement Date") or (y) in the transaction in which
such Interested Stockholder became an Interested Stockholder; or



	(2) the Fair Market Value per share of Common Stock on the
Announcement Date; or

	(3) the Fair Market Value per share of Common Stock on the date on
which the Interested Stockholder in question became an Interested
Stockholder (the "Determination Date").

	(B) The aggregate amount of the cash and the Fair Market Value
as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of
any other class of outstanding Voting Stock is at least equal to the
highest of the following:

	(1) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid
by the Interested Stockholder in question for any shares of such class
of Voting Stock acquired by it (x) within the two-year period immediately
prior to the Announcement Date or (y) in the transaction in which such
Interested Stockholder became an Interested Stockholder; or

	(2) (if applicable) the highest preferential amount per share to
which the holders of such class of Voting Stock are entitled in the
event of any voluntary or involuntary liquidation or dissolution of the
corporation; or

	(3) the Fair Market Value per share of such class of Voting Stock
on the Announcement Date; or

	(4) the Fair Market Value per share of such class of Voting Stock
on-the Determination Date.

	(C) The consideration to be received by holders of a particular
class of outstanding Voting Stock is in cash or in the same form as the
Interested Stockholder in question has previously paid for shares of such
class of Voting Stock, provided that the consideration to be received
by holders of Class B Common Stock must be in cash or in the same form
as such Interested Stockholder has previously paid for Common Stock.  If
the Interested Stockholder in question has previously paid for shares
of any class of Voting Stock with varying forms of consideration, the
form of consideration to be paid for shares of such class of Voting
Stock purchased in the transaction in question hereunder must be either
cash or the form used previously by such Interested Stockholder to
acquire the largest number of shares of such class of Voting Stock.
The price determined in accordance with subparagraphs (ii) (A) and (ii)
(B) of this paragraph (c) shall be subject to appropriate adjustment in
the event of any stock dividend, stock split, combination of shares or
similar event.



	(D) After the Interested Stockholder in question has become an
Interested Stockholder and prior to the consummation of such Business
Combination: (1) except as approved by a majority of the Continuing
Directors, there shall have been no failure to declare and pay, in whole
or in part, at the regular date therefor any dividends (whether or not
cumulative) on the outstanding stock having preference over the Common
Stock as to dividends or upon liquidations (2) there shall have been
(x) no reduction in the annual rate of dividends paid on Common Stock or
Class B Common Stock (except as necessary to reflect any subdivision
of the Common Stock or Class B Common Stock), except as approved by a
majority of the Continuing Directors, and (y) no increase in such annual
rate of dividends (except as necessary to reflect any reclassification
(including any reverse stock split), recapitalization, reorganization or
any similar transaction which has the effect of reducing the number of
outstanding shares of Common Stock or Class B Common Stock), except as
approved by a majority of the Continuing Directors; and (3) such
Interested Stockholder shall not have become the beneficial owner of
any additional shares of Voting Stock subsequent to the transaction in
which it became an Interested Stockholder.

	(E) After the Interested Stockholder in question has become an
Interested Stockholder, it shall not have received the benefit, directly
or indirectly (except proportionately with all other stockholders of the
corporation), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages provided
by the corporation, whether in anticipation of or in connection with
such Business Combination or otherwise.

	(F) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations thereunder
(or any subsequent provisions replacing such Act, rules or regulations)
shall be mailed to the stockholders of the corporation at least 30 days
prior to the consummation of such Business Combination (whether or not
such proxy or information statement is required to be mailed pursuant
to such Act or subsequent provisions).

	(d) For purposes of this Article Seventh:

	(i) a "person" means any individual, proprietorship, partnership,
corporation or other entity, or any group of two or more of the
foregoing acting together.

	(ii) "Interested Stockholder" means any person (other than the
corporation or any subsidiary) who or which:

	(A) is the beneficial owner, directly or indirectly, of 10% or
more of the voting power of the outstanding Voting Stock; or





	(B) is an Affiliate of the corporation and at any time within the
two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 10% or more of the voting
power of the then outstanding Voting Stock; or

	(C) is an assignee of or has otherwise succeeded to any shares of
Voting Stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned by an
Interested Stockholder, if such assignment or succession occurred in the
course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.

	(iii) A person is a "beneficial owner" of any Voting Stock:

	(A) that such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns directly or indirectly; or

	(B) that such person or any of its Affiliates or Associates has
(1) the right to acquire (whether such right is exercisable immediately
or only after the passage of time or upon the occurrence of an event,
or both) pursuant to any agreement, arrangement or understanding or
upon the exercise of conversionrights, exchange rights, warrants or
options, or otherwise, or (2) the right to vote pursuant to any
agreement, arrangement or understanding; or

	(C) that is beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of
Voting Stock.

	(iv) For the purpose of determining whether a person is an
Interested Stockholder pursuant to subparagraph (ii) of this paragraph
(d), the number of shares of Voting Stock deemed to be outstanding shall
include shares deemed owned through application of subparagraph (iii) of
this paragraph (d), but shall not include any other shares of Voting
Stock that may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

	(v) "Affiliate" and "Associate" have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on
March 1, 1986.

	(vi) "Subsidiary" means any corporation of which a majority of
any class of Equity Security is owned, directly or indirectly, by the
corporation, provided that for the purposes of the definition of
Interested Stockholder set forth in subparagraph (ii) of this paragraph
(d), the term "Subsidiary" shall mean only a corporation of which a
majority



of each class of Equity Security is owned, directly or indirectly, by
the corporation.

	(vii) "Continuing Director" means (A) any member of the board
of directors who was a member of the board on April 15, 1986, (B) any
member of the board of directors who is unaffiliated with the Interested
Stockholder in question and who was a member of the board prior to the
time that such Interested Stockholder became an Interested Stockholder,
and (C) any member of the board of directors who was nominated or elected
by a majority of Continuing Directors then on the Board of directors.

	(viii) "Fair Market Value" means (A) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding
the date in question of a share of such stock on the Composite Tape for
New York Stock Exchange - Listed Stocks, or, if such stock is not quoted
on the Composite Tape, on the New York Stock Exchange, or, if such stock
is not listed on such Exchange, on the principal United States securities
exchange registered under the Securities Exchange Act of 1934 on which
such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of
such stock during the 30-day period immediately preceding the date in
question on the National Association of Securities Dealers, Inc.
Automated Quotations System or any system then in use, or if no such
quotations are available, the fair market value on the date in question
of a share of such stock as determined by the board of directors in good
faith and (B) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by
the board of directors in good faith.

	(ix) In the event of any Business Combination in which the
corporation survives, the phrase "consideration other than cash to be
received" as used in sub-paragraphs (ii)(A) and (B) of paragraph (c)
of this Article Seventh shall include the shares of Common Stock,
Class B Common Stock and the shares of any other class of outstanding
Voting Stock retained by the holders of such shares.

	(x) "Equity Security" has the meaning ascribed to such term in
Section 3 (a) (11) of the Securities Exchange Act of 1934, as in effect
on March 1, 1986.

	(e) A majority of the entire board of directors shall have the
power and duty to determine for purposes of this Article Seventh, on
the basis of information known to the directors after reasonable
inquiry, (i) whether a person is an Interested Stockholder, (ii) the
number of shares of Voting Stock beneficially owned by any person,
(iii) whether a person is an Affiliate or Associate of another, and
(iv) whether the assets that are the subject of any Business
Combination have, or the consideration to be received for the issuance
or transfer of securities by the corporation or any Subsidiary in
any Business Combination has, an aggregate Fair Market Value of $25
million or more.  A majority of the entire board of directors shall
have the further power to interpret all of the terms and provisions
of this Article Seventh.



	(f) Nothing contained in this Article Seventh shall be construed
to relieve any Interested Stockholder of any fiduciary obligation
imposed by law.

	(g) Notwithstanding any other provision of this certificate of
incorporation or the bylaws (and notwithstanding the fact that a lesser
percentage may be specified by law, this certificate of incorporation or
the bylaws), the affirmative vote of the holders of at least 80% of the
voting power of the outstanding Voting Stock, voting together as a
single class, shall be required to alter, amend, adopt any provision
inconsistent with, or repeal this Article Seventh.

	EIGHTH.  The board of directors of the corporation, when evaluating
any actions or transactions described in paragraph (a) of Article Seventh
of this certificate of incorporation, shall give due consideration to all
relevant factors, including without limitation the effect of such action
or transaction upon the independence and integrity of the corporation's
publications and services and the social and economic effects of such
action or transaction upon the corporation's stockholders, employees,
subscribers, readers, advertisers, customers, suppliers and other
constituencies, and on the communities in which the corporation and its
subsidiaries operate or are located.

	NINTH.  The minimum amount of capital with which the corporation
will commence business is One Thousand Dollars ($1,000).

	TENTH.  The names and places of residence of the incorporators
are as follows:

		Guy Bancroft  	   	 164 Riverway
  					 Boston, Massachusetts

		Richard B. Cole          64 Valentine Park
   					 West Newton, Massachusetts

		Lawrence M. Lombard      Dedham, Massachusetts

	ELEVENTH.  The corporation is to have perpetual existence.

	TWELFTH.  The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.

	THIRTEENTH.  In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:

	(a) To make, alter or repeal the bylaws of the corporation;

	(b) To authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation;

	(c) To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose
and to abolish any such reserve in the manner in which it was created;




	(d) By resolution or resolutions passed by a majority of the
whole board, to designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which,
to the extent provided in said resolution or resolutions or in the
bylaws of the corporation, shall have and may exercise the powers of
the board of directors in the management of the business and affairs
of the corporation, and may authorize the seal of thecorporation to
be affixed to all papers which may require it.  Such committee or
committees shall have such name or names as may be stated in the
bylaws of the corporation or as may be determined from time to time
by resolution adopted by the board of directors;

	(e) When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and outstanding having voting
power given at a stockholders' meeting duly called for that purpose, or
when authorized by the written consent of the holders of a majority of
the voting stock issued and outstanding, to sell, lease or exchange all
of the property and assets of the corporation, including its good will
and its corporate franchises, upon such terms and conditions and for
such consideration, which may be in whole or in part shares of stock
in, and/or other securities of, any other corporation or corporations,
as its board of directors shall deem expedient and for the best
interests of the corporation;
	(f) From time to time to determine whether and to what extent,
at what time and place and under what conditions and regulations the
accounts and books of the corporation or any of them shall be open to
the inspection of any stockholders; and no stockholder shall have any
right to inspect any account or book or document of the corporation
except as conferred by statute or bylaws or as authorized by a resolution
of the stockholders or board of directors.

      FOURTEENTH.  Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or
between this corporation and its stockholders or any class of them, any
court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of this corporation or of any creditor
or stockholder thereof, or on the application of any receiver or
receivers appointed for this corporation under the provisions of Section
291 of Title 8 of the Delaware Code or under any similar provisions
enacted in place thereof or on the application of trustees in dissolution
or of any receiver or receivers appointed for this corporation under the
provisions of Section 279 of Title 8 of the Delaware Code or under any
similar provisions enacted in place thereof, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in
such manner as the said Court directs.  If a majority in number
representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporatio as consequence of such
compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the Court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders of
this corporation, as the case may be, and also on this corporation.



	FIFTEENTH.  A director of the corporation shall not be disqualified
by his office from dealing or contracting with the corporation either as
a vendor, purchaser or otherwise, nor shall any transaction or contract
of the corporation be void or voidable by reason of the fact that any
director or any firm of which any director is a member or any corporation
of which any director is a shareholder, officer or director, is in any
way interested in such transaction or contract, provided that such
transaction or contract is or shall be authorized, ratified or approved
(1) by a vote of a majority of a quorum of the board of directors without
including in such majority or quorum any director so interested or member
of a firm so interested, or a shareholder, officer or director of a
corporation so interested, or (2) by the written consent of the holders
of record of a majority of the outstanding shares of stock of the
corporation entitled to vote, or (3) by the affirmative vote of the
holders of a majority of stock of the corporation represented at any
meeting at which a quorum is present, and provided further that such
interest shall have been fully disclosed or otherwise known to the
directors or stockholders authorizing, ratifying or approving such
transaction or contract; nor shall any director be liable to account to
the corporation for any profits realized by or from or through any such
transaction or contract of the corporation authorized, ratified or
approved as aforesaid by reason of the fact that he, or any firm of which
he is a member or any corporation of which he is a shareholder, officer
or director was interested in such transaction or contract.  Nothing
herein contained shall create liability in the events above described
or prevent the authorization, ratification or approval of such
transactions or contracts in any other manner.

      SIXTEENTH. Meetings of stockholders may be held without the State
of Delaware, if the bylaws so provide.  The books of the corporation may
be kept (subject to any provision contained in the statutes) outside of
the State of Delaware at such place or places as may be from time to time
designated by the board of directors or in the bylaws of the corporation.
Elections of directors need not be by ballot unless the bylaws of the
corporation shall so provide.

	SEVENTEENTH. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit.  Neither the amendment
nor the repeal of this Article Seventeenth, nor the adoption of any
provision of the certificate of incorporation inconsistent with this
Article Seventeenth, shall eliminate or reduce the effect of this
Article Seventeenth on any cause of action that arises out of an act or
omission of a director occurring prior to such amendment, repeal or
adoption.

	EIGHTEENTH. The corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate of
incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted subject to
this reservation.