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: BAHASH ROBERT J (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-01	Common Stock	A	6122	$76.4400	Acquired	177534.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-01	Options (Right to Buy)	$76.4400	A	57250	Acquired	2014-03-31	Common Stock (57250)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$59.4375	2005-01-02	Common Stock (15685)	15685	Direct
Options (Right to Buy)	$59.4375	2006-01-01	Common Stock (21993)	21993	Direct
Options (Right to Buy)	$59.4375	2007-01-01	Common Stock (19915)	19915	Direct
Options (Right to Buy)	$59.4375	2008-01-01	Common Stock (14065)	14065	Direct
Options (Right to Buy)	$67.4900	2008-01-01	Common Stock (12905)	12905	Direct
Options (Right to Buy)	$59.4375	2008-06-30	Common Stock (1611)	1611	Direct
Options (Right to Buy)	$67.4900	2008-06-30	Common Stock (1480)	1480	Direct
Options (Right to Buy)	$67.4900	2009-01-03	Common Stock (38102)	38102	Direct
Options (Right to Buy)	$59.2813	2010-01-02	Common Stock (48000)	48000	Direct
Options (Right to Buy)	$59.1300	2011-04-01	Common Stock (50000)	50000	Direct
Options (Right to Buy)	$67.7700	2012-03-31	Common Stock (52000)	52000	Direct
Options (Right to Buy)	$56.2300	2013-03-31	Common Stock (54500)	54500	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.