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: MURPHY DAVID L (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-08	Common Stock	A	10056	—	Acquired	49705.0000	Direct
2006-03-08	Common Stock	F	7328	—	Disposed	42377.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$28.12	2013-03-31	Common Stock (48720.00)	48720.00	Direct
Options (Right to Buy)	$48.28	2013-03-31	Common Stock (11749.00)	11749.00	Direct
Options (Right to Buy)	$38.22	2014-03-31	Common Stock (66600.00)	66600.00	Direct
Options (Right to Buy)	$43.25	2015-03-31	Common Stock (54612.00)	54612.00	Direct
Options (Right to Buy)	$30.93	2012-07-31	Common Stock (60000.00)	60000.00	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.

F5: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.

F6: These stock options have been previously reported and are being adjusted to reflect the May 17, 2005 2-for-1 stock split of the common stock of The McGraw-Hill Companies.