S&P Global Inc. — Director's Dealing 2005

Feb 28, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRAW-HILL COMPANIES INC (MHP)
CIK: 0000064040
Period of Report: 2005-02-25

Reporting Person: MURPHY DAVID L (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-25	Common Stock	A	2547	—	Acquired	17237.0000	Direct
2005-02-25	Common Stock	F	2947	—	Disposed	14290.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$61.8600	2012-07-31	Common Stock (30000.0000)	30000.0000	Direct
Options (Right to Buy)	$56.2300	2013-03-31	Common Stock (32000.0000)	32000.0000	Direct
Options (Right to Buy)	$76.4400	2014-03-31	Common Stock (33300.0000)	33300.0000	Direct

Footnotes

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

F2: Price was determined based on the mean of the high and low trading prices on February 1, 2005, the valuation date.

F3: Withholding of shares of Common Stock under the McGraw-Hill Companies' 2002 Stock Incentive Plan to satisfy withholding obligation in transaction exempt under and complying with Rule 16b-3.

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.