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

Mar 10, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRAW-HILL COMPANIES INC (MHP)
CIK: 0000064040
Period of Report: 2006-03-08

Reporting Person: Stafford David B (Asst to CEO, SVP Corp Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-08	Common Stock	A	1715	—	Acquired	10240.3720	Direct
2006-03-08	Common Stock	F	1282	—	Disposed	8958.3720	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2.0000	Indirect
Common Stock	2.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$18.88	2008-03-31	Common Stock (4500.00)	4500.00	Direct
Options (Right to Buy)	$48.58	2008-03-31	Common Stock (1802.00)	1802.00	Direct
Options (Right to Buy)	$27.28	2009-03-31	Common Stock (10000.00)	10000.00	Direct
Options (Right to Buy)	$22.42	2010-04-02	Common Stock (10000.00)	10000.00	Direct
Options (Right to Buy)	$29.57	2011-04-01	Common Stock (10000.00)	10000.00	Direct
Options (Right to Buy)	$33.89	2012-03-31	Common Stock (11000.00)	11000.00	Direct
Options (Right to Buy)	$28.12	2013-03-31	Common Stock (11550.00)	11550.00	Direct
Options (Right to Buy)	$38.22	2014-03-31	Common Stock (12130.00)	12130.00	Direct
Options (Right to Buy)	$43.25	2015-03-31	Common Stock (9946.00)	9946.00	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, 2006, 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.