S&P Global Inc. — Director's Dealing 2004

Apr 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRAW-HILL COMPANIES INC (MHP)
CIK: 0000064040
Period of Report: 2004-04-01

Reporting Person: SHARMA DEVEN (EVP, Global Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-01	Common Stock	A	4265	$76.4400	Acquired	21010.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-01	Options (Right to Buy)	$76.4400	A	33300	Acquired	2014-03-31	Common Stock (33300)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$64.3300	2012-01-31	Common Stock (21313)	21313	Direct
Options (Right to Buy)	$75.1700	2012-01-31	Common Stock (3374)	3374	Direct
Options (Right to Buy)	$67.7700	2012-03-31	Common Stock (30000)	30000	Direct
Options (Right to Buy)	$56.2300	2013-03-31	Common Stock (32000)	32000	Direct

Footnotes

F1: Award of restricted stock pursuant to The McGraw-Hill Companies' 2002 Stock Incentive Plan in transaction exempt under and complying with Rule 16b-3.

F2: The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.

F3: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.