Sec Form 4 Filing - MURPHY DAVID L @ MCGRAW-HILL COMPANIES INC - 2011-02-22

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

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1. Name and Address of Reporting Person MURPHY DAVID L 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, Human Resources (Last) (First) (Middle) 1221 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2011 (Street) NEW YORK, NY10020-1095 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 02/22/2011 A 21,006 ( 1 ) A $ 38.04 107,810 D Common Stock 02/22/2011 D 12,270 ( 2 ) D $ 0 95,540 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 (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) $ 48.28 02/03/2006 03/31/2013 Common Stock 11,749 11,749 ( 3 ) D Options (Right to Buy) $ 55.84 03/14/2006 03/31/2013 Common Stock 17,799 17,799 ( 3 ) D Options (Right to Buy) $ 28.12 04/01/2004 03/31/2013 Common Stock 24,035 24,035 ( 3 ) D Options (Right to Buy) $ 38.22 04/01/2005 03/31/2014 Common Stock 66,600 66,600 ( 3 ) D Options (Right to Buy) $ 43.25 04/01/2006 03/31/2015 Common Stock 54,612 54,612 ( 3 ) D Options (Right to Buy) $ 38.67 04/01/2009 03/31/2018 Common Stock 48,667 48,667 ( 3 ) D Options (Right to Buy) $ 22.99 04/01/2010 03/31/2019 Common Stock 48,667 48,667 ( 3 ) D Options (Right to Buy) $ 35.6 04/01/2011 03/31/2020 Common Stock 48,667 48,667 ( 3 ) D Options (Right to Buy) $ 62.34 04/02/2008 04/01/2017 Common Stock 28,607 28,607 ( 3 ) D Options (Right to Buy) $ 57.81 04/03/2007 04/02/2016 Common Stock 29,003 29,003 ( 3 ) D Options (Right to Buy) $ 30.93 08/01/2003 07/31/2012 Common Stock 60,000 60,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MURPHY DAVID L 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020-1095 EVP, Human Resources Signatures /s/ David L. Murphy 02/23/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents acquisition of beneficial ownership due to the achievement of performance goal under performance share unit award. ( 2 )Reflects forfeiture due to non-achievement of performance goal. ( 3 )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).

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