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^*

Stafford David B

(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)
	Asst to CEO, SVP Corp Affairs

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2008

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	04/01/2008		A⁽¹⁾		3,129	A	$38.67	19,221.372	D
Common Stock								2	I	By Son 1
Common Stock								2	I	By Son 2

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)	$38.67	04/01/2008		A		12,410		04/01/2009⁽²⁾	03/31/2018	Common Stock	12,410	$0	12,410	D
Options (Right to Buy)	$27.28							04/01/2000⁽²⁾	03/31/2009	Common Stock	10,000		10,000⁽³⁾	D
Options (Right to Buy)	$22.42							04/03/2001⁽²⁾	04/02/2010	Common Stock	10,000		10,000⁽³⁾	D
Options (Right to Buy)	$29.57							04/02/2002⁽²⁾	04/01/2011	Common Stock	10,000		10,000⁽³⁾	D
Options (Right to Buy)	$33.89							04/01/2003⁽²⁾	03/31/2012	Common Stock	11,000		11,000⁽³⁾	D
Options (Right to Buy)	$28.12							04/01/2004⁽²⁾	03/31/2013	Common Stock	3,889		3,889⁽³⁾	D
Options (Right to Buy)	$55.84							03/14/2006	03/31/2013	Common Stock	5,144		5,144⁽³⁾	D
Options (Right to Buy)	$38.22							04/01/2005⁽²⁾	03/31/2014	Common Stock	12,130		12,130⁽³⁾	D
Options (Right to Buy)	$43.25							04/01/2006⁽²⁾	03/31/2015	Common Stock	9,946		9,946⁽³⁾	D
Options (Right to Buy)	$57.81							04/03/2007⁽²⁾	04/02/2016	Common Stock	7,475		7,475⁽³⁾	D
Options (Right to Buy)	$62.34							04/02/2008⁽²⁾	04/01/2017	Common Stock	7,372		7,372⁽³⁾	D

Explanation of Responses:

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

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

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

	/s/ Stafford, David B	04/02/2008
	** 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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