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

Feb 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRAW-HILL COMPANIES INC (MHP)
CIK: 0000064040
Period of Report: 2004-02-03

Reporting Person: SHARMA DEVEN (EVP, Global Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-03	Common Stock	M	3687	$64.33	Acquired	20119.00	Direct
2004-02-03	Common Stock	F	3156	$75.15	Disposed	16963.00	Direct
2004-02-03	Common Stock	F	218	$75.15	Disposed	16745.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-03	Options (Right to Buy)	$64.3300	M	3687	Disposed	2012-01-31	Common Stock (3687.00)	Direct
2004-02-03	Options (Right to Buy)	$75.1700	A	3374	Acquired	2012-01-31	Common Stock (3374.00)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$67.7700	2012-03-31	Common Stock (30000.00)	30000.00	Direct
Options (Right to Buy)	$56.2300	2013-03-31	Common Stock (32000.00)	32000.00	Direct

Footnotes

F1: The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.

F2: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.