SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 1, 1995
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DOW JONES & COMPANY, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-7564 13-5034940
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Liberty Street, New york, New York 10281
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 416-2000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 4
ITEMS 1-4. NOT APPLICABLE.
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ITEM 5. OTHER EVENTS.
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Dow Jones & Company, Inc., a Delaware corporation (the
"Company"), entered into an Underwriting Agreement and related Pricing
Agreement, each dated December 1, 1995, with Chemical Securities Inc.,
as underwriter, relating to the offering of $150,000,000 principal
amount of the Company's 5.75% Notes due December 1, 2000 (the
"Notes"). The Notes were registered under the Securities Act of 1933,
as amended, pursuant to the Company's Registration Statement on Form
S-3 (File No. 33-32110).
The Company will enter into a Second Supplemental Indenture, to
be dated as of December 1, 1995, between the Company and First Trust
of New York, National Association, as successor Trustee under the
Indenture, dated as of October 1, 1985, as supplemented by a First
Supplemental Indenture, dated as of November 15, 1989, between the
Company and Morgan Guaranty Trust Company of New York, as the initial
Trustee thereunder (such Indenture, as supplemented, the "Indenture").
First Trust of New York, National Association, being duly qualified
and eligible under the Indenture, succeeded as Trustee thereunder
pursuant to its acquisition, by way of agreement, of substantially all
of the corporate trust business of the initial Trustee thereunder.
ITEM 6. NOT APPLICABLE.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
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(a) - (b) NOT APPLICABLE.
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(b) EXHIBITS.
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1 Pricing Agreement, dated December 1, 1995, between Dow
Jones & Company, Inc. and Chemical Securities Inc.
10 Form of Second Supplemental Indenture, to be dated as
of December 1, 1995, between Dow Jones & Company, Inc.
and First Trust of New York, National Association.
12 Statement re: Computation of Ratios.
ITEM 8. NOT APPLICABLE.
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SIGNATURES
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 hereunto duly authorized.
DOW JONES & COMPANY, INC.
Dated: December 5, 1995 By: /s/ Thomas G. Hetzel
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Thomas G. Hetzel
Comptroller
(Chief Accounting Officer)
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INDEX TO EXHIBITS
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EXHIBIT NO. EXHIBIT
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1 Pricing Agreement, dated December 1, 1995, between Dow Jones &
Company, Inc. and Chemical Securities Inc.
10 Form of Second Supplemental Indenture, to be dated as of December 1,
1995, between Dow Jones & Company, Inc. and First Trust of New York,
National Association.
12 Statement re: Computation of Ratios.