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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 8)

     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)

	August 30, 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  6  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
2,220,806


8

SHARED VOTING POWER
1,503,033


9

SOLE DISPOSITIVE POWER
493,041


10

SHARED DISPOSITIVE POWER
1,503,033

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,758,839 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)
39.6%, the number of shares of Common Stock currently owned by Donald E.
Graham (3,758,839) 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")and March 8, 2001 ("Amendment
No. 7, 2001") 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, and
Amendment No. 7 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 August 31, 2001, Mr. Graham was the
beneficial owner (as determined in accordance with
Rule 13d-3(a), (c) and (d) under the Act) of 3,758,839
shares of Class B Common Stock of the Company,
constituting approximately 39.6% 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 (p) 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
trust referred to in paragraph (e) below, (B) his shared
fiduciary voting and investment power with respect to,
and one-third beneficial interest in, the shares held in
the trust referred to in paragraph (h) below, (C) 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 (p) below, (D) his shared
fiduciary voting and investment power with respect to the
shares held in the trusts referred to in paragraphs (f),
(g), (i), (k) and (l) below, (E) his sole fiduciary
voting and investment power with respect to the shares
held in the trusts referred to in paragraph (j) 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 (m) below, Mr. Graham has no beneficial
interest, and expressly disclaims any beneficial
interest, in the shares referred to in such paragraphs
(e) through (p).

(a)	600 shares of Class B Common Stock and 262,314
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)	209,677 shares of Class B Common Stock held in a
revocable trust for the benefit of Mr. Graham.
Mr. Graham, 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 George J.
Gillespie III, 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 power with Daniel L.
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
Mr. Gillespie and Elizabeth Graham Weymouth, the
other trustees.

(f)	371,000 shares of Class A Common Stock held in
trusts for the benefit of others.  Mr. Graham, as
a trustee, shared voting 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. Gillespie and Stephen M. Graham, the other
trustees for 60,497 shares and with Mr. Gillespie
and William W. Graham, the other trustees for
60,497 shares.

(h)	102,168 shares of Class B Common Stock held in a
trust for the benefit of four persons (including
Mr. Graham).  Mr. Graham, as a trustee, shared
voting and investment power with respect to such
shares with Mr. Mosley, the other trustee.

(i)	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.

(j)	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.

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

(l)	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.

(m)	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.

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

(o)	392,410 shares of Class B Common Stock held by
the Estate of Katharine Graham.  Mr. Graham, as
an executor of Mrs. Graham's estate, shared
voting and investment power with respect to such
shares with William W. Graham and Mr. Gillespie,
the other executors.

(p)	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.





TRANSACTIONS DURING THE PAST SIXTY DAYS:

		None.



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.



/s/     Donald E. Graham
Name:   Donald E. Graham




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