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

Feb 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRAW-HILL COMPANIES INC (MHP)
CIK: 0000064040
Period of Report: 2004-02-26

Reporting Person: GRIEP TALIA M (Corp Cont/SVP, Global Bus Svcs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-26	Common Stock	A	100	$77.2300	Acquired	7642.0000	Direct
2004-02-27	Common Stock	D	171	—	Disposed	7471.0000	Direct
2004-02-27	Common Stock	F	310	—	Disposed	7161.0000	Direct
2004-02-27	Common Stock	D	251	—	Disposed	10848.0000	Indirect
2004-02-27	Common Stock	F	497	—	Disposed	10351.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	325.0000	Indirect
Common Stock	325.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$21.7032	2006-01-01	Common Stock (3200.0000)	3200.0000	Direct
Options (Right to Buy)	$22.8125	2007-01-01	Common Stock (3200.0000)	3200.0000	Direct
Options (Right to Buy)	$36.1875	2008-01-01	Common Stock (4000.0000)	4000.0000	Direct
Options (Right to Buy)	$54.5625	2009-03-31	Common Stock (4500.0000)	4500.0000	Direct
Options (Right to Buy)	$44.8438	2010-04-02	Common Stock (4500.0000)	4500.0000	Direct
Options (Right to Buy)	$59.1300	2011-04-01	Common Stock (5000.0000)	5000.0000	Direct
Options (Right to Buy)	$67.7700	2012-03-31	Common Stock (5250.0000)	5250.0000	Direct
Options (Right to Buy)	$61.7000	2012-09-30	Common Stock (1350.0000)	1350.0000	Direct
Options (Right to Buy)	$56.2300	2013-03-31	Common Stock (6900.0000)	6900.0000	Direct
Options (Right to Buy)	$60.1200	2013-07-31	Common Stock (1700.0000)	1700.0000	Direct
Options (Right to Buy)	$16.7813	2005-01-02	Common Stock (5000.0000)	5000.0000	Indirect
Options (Right to Buy)	$21.7032	2006-01-01	Common Stock (5000.0000)	5000.0000	Indirect
Options (Right to Buy)	$22.8125	2007-01-01	Common Stock (5000.0000)	5000.0000	Indirect
Options (Right to Buy)	$36.1875	2008-01-01	Common Stock (7000.0000)	7000.0000	Indirect
Options (Right to Buy)	$51.6250	2009-01-03	Common Stock (8000.0000)	8000.0000	Indirect
Options (Right to Buy)	$44.8438	2010-04-02	Common Stock (8500.0000)	8500.0000	Indirect
Options (Right to Buy)	$59.1300	2011-04-01	Common Stock (9000.0000)	9000.0000	Indirect
Options (Right to Buy)	$67.7700	2012-03-31	Common Stock (9500.0000)	9500.0000	Indirect
Options (Right to Buy)	$56.2300	2013-03-31	Common Stock (10000.0000)	10000.0000	Indirect

Footnotes

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

F2: Forfeiture of stock pursuant to The McGraw-Hill Companies' 1993 Employee Stock Incentive Plan in transaction exempt under and complying with Rule 16b-3.

F3: 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.

F4: Price was determined based on the mean of the high and low trading prices on February 3, 2004, the valuation date.

F5: Forfeiture by spouse of stock pursuant to The McGraw-Hill Companies' 1993 Employee Stock Incentive Plan in transaction exempt under and complying with Rule 16b-3.

F6: Withholding of shares of Common Stock by spouse under the McGraw-Hill Companies' 1993 Employee Stock Incentive Plan to satisfy withholding obligation in transaction exempt under and complying with Rule 16b-3.

F7: The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.

F8: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.