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: MCGRAW HAROLD III (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-01	Common Stock	A	13082	$76.4400	Acquired	509616.9708	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-01	Options (Right to Buy)	$76.4400	A	204000	Acquired	2014-03-31	Common Stock (204000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$36.1875	2008-01-01	Common Stock (74400)	74400	Direct
Options (Right to Buy)	$38.0625	2008-04-28	Common Stock (60000)	60000	Direct
Options (Right to Buy)	$51.6250	2009-01-03	Common Stock (110000)	110000	Direct
Options (Right to Buy)	$59.2813	2010-01-02	Common Stock (125000)	125000	Direct
Options (Right to Buy)	$59.1300	2011-04-01	Common Stock (154000)	154000	Direct
Options (Right to Buy)	$67.7700	2012-03-31	Common Stock (179000)	179000	Direct
Options (Right to Buy)	$56.2300	2013-03-31	Common Stock (194000)	194000	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: Includes shares acquired under The McGraw-Hill Companies' Dividend Reinvestment Plan and 47,021.9273 shares held by two minor children.

F3: The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.

F4: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.