SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VITTOR KENNETH M

(Last)

(First)

(Middle)

1221 AVENUE OF THE AMERICAS

(Street)

NEW YORK

100201095

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MCGRAW-HILL COMPANIES INC [ MHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/08/2006		A⁽¹⁾		7,042	A	⁽²⁾	133,113	D
Common Stock	03/08/2006		F⁽³⁾		5,627	D	⁽²⁾	127,486	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (Right to Buy)	$27.48							11/04/1999	01/01/2007	Common Stock	15,702		15,702⁽⁴⁾	D
Options (Right to Buy)	$29.7							02/03/2001	01/01/2008	Common Stock	24,608		24,608⁽⁴⁾	D
Options (Right to Buy)	$29.7							02/03/2001	01/03/2009	Common Stock	24,358		24,358⁽⁴⁾	D
Options (Right to Buy)	$32.21							10/23/2001	01/03/2009	Common Stock	23,296		23,296⁽⁴⁾	D
Options (Right to Buy)	$35.21							11/17/2001	01/02/2010	Common Stock	25,380		25,380⁽⁴⁾	D
Options (Right to Buy)	$37.38							02/28/2005	01/02/2010	Common Stock	24,492		24,492⁽⁴⁾	D
Options (Right to Buy)	$34.39							06/19/2004	04/01/2011	Common Stock	55,048		55,048⁽⁴⁾	D
Options (Right to Buy)	$37.38							02/28/2005	03/31/2012	Common Stock	26,890		26,890⁽⁴⁾	D
Options (Right to Buy)	$43.34							10/28/2005	03/31/2012	Common Stock	31,332		31,332⁽⁴⁾	D
Options (Right to Buy)	$37.38							02/28/2005	03/31/2013	Common Stock	28,478		28,478⁽⁴⁾	D
Options (Right to Buy)	$43.34							10/28/2005	03/31/2013	Common Stock	27,552		27,552⁽⁴⁾	D
Options (Right to Buy)	$38.22							04/01/2005⁽⁵⁾	03/31/2014	Common Stock	35,000		35,000⁽⁴⁾	D
Options (Right to Buy)	$43.34							10/28/2005	03/31/2014	Common Stock	32,912		32,912⁽⁴⁾	D
Options (Right to Buy)	$43.25							04/01/2006⁽⁵⁾	03/31/2015	Common Stock	57,400		57,400⁽⁴⁾	D

Explanation of Responses:

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

2. Price was determined based on the mean of the high and low trading prices on February 1, 2006, the valuation date.

3. 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.

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

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

	/s/ Vittor, Kenneth M.	03/08/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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