S&P Global Inc. — Director's Dealing 2006

Apr 5, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRAW-HILL COMPANIES INC (MHP)
CIK: 0000064040
Period of Report: 2006-04-03

Reporting Person: MCGRAW HAROLD III (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-03	Common Stock	A	25140	$57.8100	Acquired	1444018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-03	Options (Right to Buy)	$57.81	A	196058	Acquired	2016-04-02	Common Stock (196058)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$45.50	2008-01-01	Common Stock (89604)	89604	Direct
Options (Right to Buy)	$45.50	2008-04-28	Common Stock (73894)	73894	Direct
Options (Right to Buy)	$45.50	2009-01-03	Common Stock (157132)	157132	Direct
Options (Right to Buy)	$47.82	2010-01-02	Common Stock (196729)	196729	Direct
Options (Right to Buy)	$47.82	2011-04-01	Common Stock (242118)	242118	Direct
Options (Right to Buy)	$56.43	2012-03-31	Common Stock (277637)	277637	Direct
Options (Right to Buy)	$47.82	2013-03-31	Common Stock (298410)	298410	Direct
Options (Right to Buy)	$38.22	2014-03-31	Common Stock (204000)	204000	Direct
Options (Right to Buy)	$56.43	2014-03-31	Common Stock (167004)	167004	Direct
Options (Right to Buy)	$43.25	2015-03-31	Common Stock (334600)	334600	Direct

Footnotes

F1: Award of restricted stock pursuant to The McGraw-Hill Companies' 2002 Stock Incentive Plan 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.

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