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^*

MCGRAW HAROLD III

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2005

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	01/07/2005		S		12,680	D	$91.4	581,027.248	D
Common Stock	01/07/2005		J⁽¹⁾		175.7655	A	$0	581,203.0135⁽²⁾	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)	$90.99							06/28/2005	01/01/2008	Common Stock	44,802		44,802⁽³⁾	D
Options (Right to Buy)	$90.99							06/28/2005	04/28/2008	Common Stock	36,947		36,947⁽³⁾	D
Options (Right to Buy)	$90.99							06/28/2005	01/03/2009	Common Stock	78,566		78,566⁽³⁾	D
Options (Right to Buy)	$59.2813							01/03/2001⁽⁴⁾	01/02/2010	Common Stock	125,000		125,000⁽³⁾	D
Options (Right to Buy)	$59.13							04/02/2002⁽⁴⁾	04/01/2011	Common Stock	154,000		154,000⁽³⁾	D
Options (Right to Buy)	$67.77							04/01/2003⁽⁴⁾	03/31/2012	Common Stock	179,000		179,000⁽³⁾	D
Options (Right to Buy)	$56.23							04/01/2004⁽⁴⁾	03/31/2013	Common Stock	194,000		194,000⁽³⁾	D
Options (Right to Buy)	$76.44							04/01/2005⁽⁴⁾	03/31/2014	Common Stock	204,000		204,000⁽³⁾	D

Explanation of Responses:

1. These shares were acquired under The McGraw-Hill Companies Dividend Reinvestment Plan.

2. Includes shares acquired under The McGraw-Hill Companies' Dividend Reinvestment Plan and 47,027.2045 shares held by two children.

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

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

Remarks:

	/s/ McGraw III, Harold	01/11/2005
	** 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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