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S&P Global Inc. Director's Dealing 2006

Mar 10, 2006

29804_dirs_2006-03-10_a9d31b76-f2be-473d-9744-49074a3857f1.zip

Director's Dealing

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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: BAHASH ROBERT J (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-03-08 Common Stock A 14435 Acquired 487982.0000 Direct
2006-03-08 Common Stock F 13774 Disposed 474208.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options (Right to Buy) $45.14 2010-01-02 Common Stock (74904.00) 74904.00 Direct
Options (Right to Buy) $45.14 2011-04-01 Common Stock (77916.00) 77916.00 Direct
Options (Right to Buy) $45.14 2012-03-31 Common Stock (87406.00) 87406.00 Direct
Options (Right to Buy) $45.14 2013-03-31 Common Stock (41346.00) 41346.00 Direct
Options (Right to Buy) $50.81 2013-03-31 Common Stock (42149.00) 42149.00 Direct
Options (Right to Buy) $38.22 2014-03-31 Common Stock (57250.00) 57250.00 Direct
Options (Right to Buiy) $50.81 2014-03-31 Common Stock (50051.00) 50051.00 Direct
Options (Right to Buy) $43.25 2015-03-31 Common Stock (93890.00) 93890.00 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: Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.

F5: The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.

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.