UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 9)

     THE WASHINGTON POST COMPANY
(Name of Company)

     CLASS B COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)

     939640 10 8
(CUSIP Number)


Diana M. Daniels, Esq.
Vice President, General Counsel and Secretary
The Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
(202) 334-6600

with a copy to:

Ronald Cami, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1000

______________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

	September 21, 2001
	(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box ?.

Note:  six copies of this statement, including all exhibits,
should be filed with the Commission.  See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page. *The remainder
of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.

The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).



	SCHEDULE 13D



CUSIP No. 939640 10 8




Page 2  of  7  Pages


1

NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON

Donald E. Graham


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
	            (b)  x



SEC USE ONLY

4

SOURCE OF FUNDS*
     Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
 REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E)	?

6

CITIZENSHIP OR PLACE OF ORGANIZATION
          United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER
2,795,596


8

SHARED VOTING POWER
735,763


9

SOLE DISPOSITIVE POWER
1,067,831


10

SHARED DISPOSITIVE POWER
735,763

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,531,359 shares of Common Stock



12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN    ?
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%, the number of shares of Common Stock currently owned by
Donald E. Graham (3,531,359) divided by the number of shares of Common
Stock reported by the Company as outstanding on August 31, 2001
(9,489,911).

14

TYPE OF REPORTING PERSON*
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!








This Report relates to the Class B Common Stock,
par value $1.00 per share (the "Class B Common Stock"), of
The Washington Post Company (the "Company").  The Report on
Schedule 13D filed by Donald E. Graham and Katharine Graham
dated March 4, 1977 (the "Original Report"), as amended on
February 14, 1983 ("Amendment No. 1"), March 5, 1985
("Amendment No. 2"), April 16, 1986 ("Amendment No. 3"),
January 28, 1987 ("Amendment No. 4"), February 15, 1995
("Amendment No. 5"), January 27, 1998 ("Amendment No. 6"),
March 8, 2001 ("Amendment No. 7"), and August 30, 2001
("Amendment No. 8") is hereby amended and supplemented as
set forth below.  The Original Report, as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and
Amendment No. 8 is hereinafter referred to as
"Schedule 13D".  All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in
Schedule 13D.

The descriptions contained in this Report of
certain agreements and documents are qualified in their
entirety by reference to the complete texts of such
agreements and documents, which have been filed as exhibits
to the Schedule 13D, as amended by this Report, and
incorporated by reference herein.

The amendments to the Schedule 13D are as follows:

Item 5:  Interest in Securities of the Issuer.

Item 5 of Schedule 13D is hereby deleted in its
entirety and substituted by the following:

Interests of Mr. Graham:



As of September 21, 2001, Mr. Graham was the
beneficial owner (as determined in accordance with Rule 13d-
3(a), (c) and (d) under the Act) of 3,531,359 shares of
Class B Common Stock of the Company, constituting
approximately 37.2% of such shares then outstanding (as
determined in accordance with the Rule 13d-3(d)(1) under the
Act).  Such beneficial ownership was as set forth in
paragraphs (a) through (q) below.  Except as to the extent
of:  (A) his shared fiduciary voting and investment power
with respect to, and one-quarter beneficial interest in, the
shares held in the trusts referred to in paragraphs (e) and
(p) below, (B) his shared fiduciary voting and investment
power with respect to, and beneficial interest (as specified
in the applicable trust document) in, the shares held in the
trust referred to in paragraph (o) below, (C) his shared
fiduciary voting and investment power with respect to the
shares held in the trusts referred to in paragraphs (f),
(g), (h), (j),(k),(n) and (q) below, (E) his sole fiduciary
voting and investment power with respect to the shares held
in the trusts referred to in paragraph (i) below, and (F)
his sole voting power, under an agreement dated as of
February 25, 1977, as extended and amended as of
September 13, 1985, and as extended and amended as of
May 15, 1996, with respect to the shares referred to in
paragraph (l) below, Mr. Graham has no beneficial interest,
and expressly disclaims any beneficial interest, in the
shares referred to in such paragraphs (e) through (q).

(a)	600 shares of Class B Common Stock and 302,904
shares of Class A Common Stock, par value $1.00
per share ("Class A Common Stock"), of the Company
(Class A Common Stock being convertible share for
share into Class B Common Stock) owned by Mr.
Graham, as to which he had sole voting and
investment power.

(b)	169,537 shares of Class B Common Stock held in a
revocable trust for the benefit of Mr. Graham.
Mr. Graham, as settlor, had sole voting power and
investment power with respect to such shares.  Mr.
Graham has the right to revoke such trust at any
time.

(c)	116,830 shares of Class A Common Stock held in a
trust for the benefit of Mr. Graham.  Mr. Graham,
as a trustee, shared voting and investment power
with respect to such shares with Daniel L. Mosley,
the other trustee.

(d)	96,000 shares of Class A Common Stock held in a
trust for the benefit of Mr. Graham.  Mr. Graham,
as a trustee, shared voting and investment power
with Mr. Mosley, the other trustee.

(e)	384,000 shares of Class A Common Stock held in
trusts for the equal benefit of four persons
(including Mr. Graham) and their descendants.  Mr.
Graham, as a trustee, shared voting and investment
power with respect to such shares with George J.
Gillespie III and Elizabeth Graham Weymouth, the
other trustees.

(f)	275,000 shares of Class A Common Stock held in
trusts for the benefit of others.  Mr. Graham, as a
trustee, shared voting and investment power with
Mr. Mosley, the other trustee.



(g)	120,994 shares of Class A Common Stock held in two
trusts for the benefit of others.  Mr. Graham, as a
trustee, shared voting and investment power with
respect to such shares with Mr. Mosley and
Stephen M. Graham, the other trustees for 60,497
shares and with Mr. Mosley and William W. Graham,
the other trustees for 60,497 shares.

(h)	76,339 shares of Class B Common Stock held in a
charitable trust for the benefit of others.  Mr.
Graham, as a trustee, shared voting and investment
power with respect to such shares with Theodore
Lutz, Martin Cohen and Mary Bellor, the other
trustees.

(i)	20,000 shares of Class B Common Stock held in two
trusts for the benefit of others.  Mr. Graham, as
trustee, had sole voting and investment power with
respect to such shares.

(j)	10,000 shares of Class B Common Stock held in a
trust for the benefit of another.  Mr. Graham, as
trustee, shared voting and investment power with
respect to such shares with Mr. Gillespie, the
other trustee.

(k)	2,600 shares of Class B Common Stock held in a
charitable remainder unitrust for the benefit of
others.  Mr. Graham, as a trustee, shared voting
and investment power with respect to such shares
with Mr. Gillespie, the other trustee.

(l)	1,727,765 shares of Class B Common Stock as to
which Mr. Graham had sole voting power under an
agreement dated as of February 25, 1977, as
extended and amended as of September 13, 1985, and
as extended and amended as of May 15, 1996, as more
fully described in Item 6 below.

(m)	35,000 shares of Class B Common Stock owned by Mr.
Graham's spouse as to which Mr. Graham disclaims
any beneficial ownership.

(n)	5,000 shares of Class B Common Stock held by a
trust for the benefit of others.  Mr. Graham, as a
trustee, shared voting and investment power with
respect to such shares with William W. Graham and
Mr. Gillespie, the other trustees.

(o)	20,000 shares of Class B Common Stock held in an
irrevocable trust for the benefit of six persons
(including Mr. Graham). Mr. Graham, as trustee,
shared voting power with respect to such shares
with Mr. Gillespie, the other trustee.

(p)	196,590 shares of Class A Common Stock held by
trusts for the equal benefit of four persons
(including Mr. Graham) and their descendants.  Mr.
Graham, as a trustee, shared voting and investment
power with respect to such shares with Mr.
Gillespie, the other trustee.

(q)	7,200 shares of Class A Common Stock held in trusts
for the equal benefit of two persons.  Mr. Graham,
as a trustee, shared voting and investment power
with respect to such shares with Mr. Gillespie, the
other trustee.




TRANSACTIONS DURING THE PAST SIXTY DAYS:

		On August 30 and 31, 2001, the Estate of Mrs.
Katharine Graham exchanged 291,877 shares of Class A Common
Stock for an equivalent number of shares of Class B Common
Stock held by trusts for the benefit of her children
(including Mr. Graham).  Mr. Graham is one of three executors
of Mrs. Graham's estate, as well as being a beneficiary of
that estate.

		On September 17, 2001, the Estate of Mrs. Katharine
Graham exchanged 40,590 shares of Class A Common Stock for an
equivalent number of shares of Class B Common Stock held by a
trust for the benefit of Mr. Graham.  Mr. Graham, as settlor,
had sole voting power and investment power with respect to
such shares.  Mr. Graham has the right to revoke such trust at
any time.

		On September 21, 2001, the Estate of Mrs. Katharine
Graham sold 420,000 shares of Class B Common Stock to raise
funds to pay taxes arising from Mrs. Graham's death.  Mr.
Graham is one of three executors of Mrs. Graham's estate, as
well as being a beneficiary of that estate.  In addition, the
estate transferred 203,790 shares of Class A Common Stock to
six trusts (one of which Mr. Graham is a beneficiary).  Mr.
Graham, as a trustee, shared voting and investment power with
respect to such shares with Mr. Gillespie, the other trustee.



Item 6.	Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Company

The text of Item 6 is followed by the following:

The voting agreement dated as of February 25,
1977, as extended and amended as of September 13, 1985 has
been extended and amended as of May 15, 1996.  The agreement
has a termination date (which may be extended) of
February 24, 2007.

After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.




Name:   Donald E. Graham




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