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

Mar 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRAW-HILL COMPANIES INC (MHP)
CIK: 0000064040
Period of Report: 2004-02-27

Reporting Person: GOLDBERG GLENN S (Asst. to CEO; SVP, Corp. Affrs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-27	Common Stock	D	467	—	Disposed	13694.0000	Direct
2004-02-27	Common Stock	F	695	—	Disposed	12999.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$35.5313	2008-02-01	Common Stock (3600.0000)	3600.0000	Direct
Options (Right to Buy)	$40.5313	2008-06-30	Common Stock (3400.0000)	3400.0000	Direct
Options (Right to Buy)	$51.6250	2009-01-03	Common Stock (16000.0000)	16000.0000	Direct
Options (Right to Buy)	$59.2813	2010-01-02	Common Stock (18000.0000)	18000.0000	Direct
Options (Right to Buy)	$59.1300	2011-04-01	Common Stock (19000.0000)	19000.0000	Direct
Options (Right to Buy)	$67.7700	2012-03-31	Common Stock (20000.0000)	20000.0000	Direct
Options (Right to Buy)	$56.2300	2013-03-31	Common Stock (21000.0000)	21000.0000	Direct

Footnotes

F1: Forfeiture of stock pursuant to The McGraw-Hill Companies' 1993 Employee Stock Incentive Plan in transaction exempt under and complying with Rule 16b-3.

F2: Withholding of shares of Common Stock under the McGraw-Hill Companies' 1993 Employee Stock Incentive Plan to satisfy withholding obligation in transaction exempt under and complying with Rule 16b-3.

F3: Price was determined based on the mean of the high and low trading prices on February 3, 2004, the valuation date.

F4: The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.

F5: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.