Sec Form 4 Filing - GRIEP TALIA M @ MCGRAW-HILL COMPANIES INC - 2007-04-02

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person GRIEP TALIA M 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) Corp Cont/SVP, Global Bus Svcs (Last) (First) (Middle) 1221 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2007 (Street) NEW YORK, NY100201095 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 04/02/2007 A( 1 ) 2,859 A $ 62.34 25,428 D Common Stock 04/02/2007 A( 2 ) 2,406 A $ 62.34 34,815 I By Spouse Common Stock 650 I By Daughter Common Stock 650 I By Son

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (Right to Buy) $ 62.34 04/02/2007 A 11,229 04/02/2008( 3 ) 04/01/2017 Common Stock 11,229 $ 0 11,229 D Options (Right to Buy) $ 62.34 04/02/2007 A 3,151 04/02/2008( 3 ) 04/01/2017 Common Stock 3,151 $ 0 3,151 I By Spouse Options (Right to Buy) $ 18.09 01/02/1999( 3 ) 01/01/2008 Common Stock 8,000 8,000 ( 4 ) D Options (Right to Buy) $ 27.28 04/01/2000 03/31/2009 Common Stock 9,000 9,000 ( 4 ) D Options (Right to Buy) $ 22.42 04/03/2001 04/02/2010 Common Stock 9,000 9,000 ( 4 ) D Options (Right to Buy) $ 29.57 04/02/2002 04/01/2011 Common Stock 10,000 10,000 ( 4 ) D Options (Right to Buy) $ 33.89 04/01/2003 03/31/2012 Common Stock 10,500 10,500 ( 4 ) D Options (Right to Buy) $ 30.85 10/01/2003( 3 ) 09/30/2012 Common Stock 2,700 2,700 ( 4 ) D Options (Right to Buy) $ 28.12 04/01/2004 03/31/2013 Common Stock 13,800 13,800 ( 4 ) D Options (Right to Buy) $ 30.06 08/01/2004( 3 ) 07/31/2013 Common Stock 3,400 3,400 ( 4 ) D Options (Right to Buy) $ 38.22 04/01/2005( 3 ) 03/31/2014 Common Stock 18,000 18,000 ( 4 ) D Options (Right to Buy) $ 43.25 04/01/2006( 3 ) 03/31/2015 Common Stock 20,000 20,000 ( 4 ) D Options (Right to Buy) $ 57.81 04/03/2007( 3 ) 04/02/2016 Common Stock 10,963 10,963 ( 4 ) D Options (Right to Buy) $ 18.09 01/02/1999( 3 ) 01/01/2008 Common Stock 14,000 14,000 ( 4 ) I By Spouse Options (Right to Buy) $ 25.81 01/04/2000( 3 ) 01/03/2009 Common Stock 12,000 12,000 ( 4 ) I By Spouse Options (Right to Buy) $ 57.56 03/20/2006 01/03/2009 Common Stock 2,761 2,761 ( 4 ) I By Spouse Options (Right to Buy) $ 57.56 03/20/2006 04/02/2010 Common Stock 11,168 11,168 ( 4 ) I By Spouse Options (Right to Buy) $ 29.57 04/02/2002 04/01/2011 Common Stock 18,000 18,000 ( 4 ) I By Spouse Options (Right to Buy) $ 33.89 04/01/2003 03/31/2012 Common Stock 19,000 19,000 ( 4 ) I By Spouse Options (Right to Buy) $ 28.12 04/01/2004 03/31/2013 Common Stock 20,000 20,000 ( 4 ) I By Spouse Options (Right to Buy) $ 38.22 04/01/2005( 3 ) 03/31/2014 Common Stock 20,800 20,800 ( 4 ) I By Spouse Options (Right to Buy) $ 43.25 04/01/2006( 3 ) 03/31/2015 Common Stock 16,000 16,000 ( 4 ) I By Spouse Options (Right to Buy) $ 57.81 04/03/2007( 3 ) 04/02/2016 Common Stock 3,322 3,322 ( 4 ) I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRIEP TALIA M 1221 AVENUE OF THE AMERICAS NEW YORK, NY100201095 Corp Cont/SVP, Global Bus Sv cs Signatures /s/ Griep, Talia M. 04/03/2007 Signature of Reporting Person Date

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 )Award to spouse of restricted stock pursuant to The McGraw-Hill Companies' 2002 Stock Incentive Plan in transaction exempt under and complying with Rule 16b-3. ( 3 )The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant. ( 4 )Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.

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.