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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BAHASH ROBERT J

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2005

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	02/25/2005		A⁽¹⁾		3,336	A	⁽²⁾	212,490	D
Common Stock	02/25/2005		F⁽³⁾		4,384	D	⁽²⁾	208,106	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)	$59.4375							05/15/2000	01/01/2007	Common Stock	19,915		19,915⁽⁴⁾	D
Options (Right to Buy)	$67.49							05/14/2004	01/01/2008	Common Stock	12,905		12,905⁽⁴⁾	D
Options (Right to Buy)	$59.4375							05/15/2000	06/30/2008	Common Stock	1,611		1,611⁽⁴⁾	D
Options (Right to Buy)	$67.49							05/14/2004	06/30/2008	Common Stock	1,480		1,480⁽⁴⁾	D
Options (Right to Buy)	$67.49							05/14/2004	01/03/2009	Common Stock	38,102		38,102⁽⁴⁾	D
Options (Right to Buy)	$90.27							06/23/2005	01/02/2010	Common Stock	37,452		37,452⁽⁴⁾	D
Options (Right to Buy)	$90.27							06/23/2005	04/01/2011	Common Stock	38,958		38,958⁽⁴⁾	D
Options (Right to Buy)	$90.27							06/23/2005	03/31/2012	Common Stock	43,703		43,703⁽⁴⁾	D
Options (Right to Buy)	$56.23							04/01/2004⁽⁵⁾	03/31/2013	Common Stock	27,250		27,250⁽⁴⁾	D
Options (Right to Buy)	$90.27							06/23/2005	03/31/2013	Common Stock	20,673		20,673⁽⁴⁾	D
Options (Right to Buy)	$76.44							04/01/2005⁽⁵⁾	03/31/2014	Common Stock	57,250		57,250⁽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, 2005, 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/ Bahash, Robert J.	02/25/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.