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

Feb 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SHARMA DEVEN (EVP, Global Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-02	Common Stock	F	1733	$74.99	Disposed	16432.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$64.3300	2012-01-31	Common Stock (25000.00)	25000.00	Direct
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: 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.

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.