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: GRIEP TALIA M (Corp Cont/SVP, Global Bus Svcs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-08	Common Stock	A	2694	—	Acquired	27504.0000	Indirect
2006-03-08	Common Stock	F	1971	—	Disposed	25533.0000	Indirect
2006-03-08	Common Stock	A	2209	—	Acquired	21435.0000	Direct
2006-03-08	Common Stock	F	2084	—	Disposed	19351.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	650.0000	Indirect
Common Stock	650.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$11.41	2007-01-01	Common Stock (10000.00)	10000.00	Indirect
Options (Right to Buy)	$18.09	2008-01-01	Common Stock (14000.00)	14000.00	Indirect
Options (Right to Buy)	$25.81	2009-01-03	Common Stock (16000.00)	16000.00	Indirect
Options (Right to Buy)	$22.42	2010-04-02	Common Stock (17000.00)	17000.00	Indirect
Options (Right to Buy)	$29.57	2011-04-01	Common Stock (18000.00)	18000.00	Indirect
Options (Right to Buy)	$33.89	2012-03-31	Common Stock (19000.00)	19000.00	Indirect
Options (Right to Buy)	$28.12	2013-03-31	Common Stock (20000.00)	20000.00	Indirect
Options (Right to Buy)	$38.22	2014-03-31	Common Stock (20800.00)	20800.00	Indirect
Options (Right to Buy)	$43.25	2015-03-31	Common Stock (16000.00)	16000.00	Indirect
Options (Right to Buy)	$11.41	2007-01-01	Common Stock (6400.00)	6400.00	Direct
Options (Right to Buy)	$18.09	2008-01-01	Common Stock (8000.00)	8000.00	Direct
Options (Right to Buy)	$27.28	2009-03-31	Common Stock (9000.00)	9000.00	Direct
Options (Right to Buy)	$22.42	2010-04-02	Common Stock (9000.00)	9000.00	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 (10500.00)	10500.00	Direct
Options (Right to Buy)	$30.85	2012-09-30	Common Stock (2700.00)	2700.00	Direct
Options (Right to Buy)	$28.12	2013-03-31	Common Stock (13800.00)	13800.00	Direct
Options (Right to Buy)	$30.06	2013-07-31	Common Stock (3400.00)	3400.00	Direct
Options (Right to Buy)	$38.22	2014-03-31	Common Stock (18000.00)	18000.00	Direct
Options (Right to Buy)	$43.25	2015-03-31	Common Stock (20000.00)	20000.00	Direct

Footnotes

F1: Award to spouse 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 by spouse under the McGraw-Hill Companies' 2002 Stock Incentive Plan to satisfy withholding obligation in transaction exempt under and complying with Rule 16b-3.

F4: Award of stock pursuant to The McGraw-Hill Companies' 2002 Stock Incentive Plan in transaction exempt under and complying with Rule 16b-3.

F5: 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.

F6: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.

F7: The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.