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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950130-02-004954.txt : 20020711
<SEC-HEADER>0000950130-02-004954.hdr.sgml : 20020711
<ACCEPTANCE-DATETIME>20020711110456
ACCESSION NUMBER:		0000950130-02-004954
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20020711
EFFECTIVENESS DATE:		20020711

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MCGRAW-HILL COMPANIES INC
		CENTRAL INDEX KEY:			0000064040
		STANDARD INDUSTRIAL CLASSIFICATION:	BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731]
		IRS NUMBER:				131026995
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-92224
		FILM NUMBER:		02700751

	BUSINESS ADDRESS:	
		STREET 1:		1221 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020
		BUSINESS PHONE:		2125122000

	MAIL ADDRESS:	
		STREET 1:		1221 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HILL PUBLISHING CO
		DATE OF NAME CHANGE:	19670327

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MCGRAW PUBLISHING CO
		DATE OF NAME CHANGE:	19670327

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MCGRAW HILL INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    ----------------------------------------
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

                    ----------------------------------------
                         THE McGRAW-HILL COMPANIES, INC.
               (Exact name of issuer as specified in its charter)

           NEW YORK                                  13-1026995
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

1221 AVENUE OF AMERICAS
     NEW YORK, N.Y.                                    10020
(Address of Principal                                (Zip Code)
   Executive Offices)

                            2002 STOCK INCENTIVE PLAN
                              (Full Title of Plan)

                    ----------------------------------------
                             KENNETH M. VITTOR, ESQ.
                         The McGraw-Hill Companies, Inc.
                           1221 Avenue of the Americas
                            New York, New York 10020
                     (Name and address of agent for service)
                     Telephone number, including area code,
                              of agent for service:
                                 (212) 512-2564

                    ----------------------------------------
                         CALCULATION OF REGISTRATION FEE

                                         Proposed     Proposed
Title of                                 maximum      maximum
Securities              Amount           offering     aggregate     Amount of
to be                   to be            price per    offering      registration
registered              registered       share (1)    price(1)      fee
- ----------              ----------       ---------    ------------  ----------
Common Stock            9,486,773        $59.55       $564,937,332  $51,974.23
of The McGraw-Hill
Companies, Inc.(2)

- ----------
1  Estimated solely for the purpose of calculating the registration fee pursuant
   to Rule 457(h) as follows: on the basis of the average of the high and low
   prices of the Common Stock on the New York Stock Exchange Composite
   Transactions on July 8, 2002, namely $59.55.

2  This Registration Statement also pertains to rights to purchase Series A
   Preferred Stock of the Registrant (the "Rights"). Until the occurrence of
   certain prescribed events, the Rights are not exercisable, are evidenced by
   the certificates for The McGraw-Hill Companies, Inc. Common Stock and will
   be transferred together with and only with such securities. Thereafter,
   separate Rights certificates will be issued representing such Rights.

<PAGE>

                                     PART I

               INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS



Item 1.  Plan Information
- -------------------------

Item 2.  Registrant Information and Employee Plan Annual Information
- --------------------------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
- -----------------------------------------------

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         (a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 2001.

         (b) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002.

         (c) The Corporation's Rights Agreement dated as of July 29, 1998
between the Corporation and Mellon Investor Services, contained in the
Corporation's Registration Statement on Form 8-A filed August 3, 1998.

         (d) The description of the Corporation's Common Stock contained in the
Corporation's Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.

<PAGE>

         All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all the Common Stock offered hereby has been
sold or which deregisters all the Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities
- ---------------------------------

         Not applicable, as registrant's Common Stock is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel
- ----------------------------------------------

         The validity of the issuance of the shares of Common Stock of the
Corporation to which this Registration Statement relates has been passed upon by
Kenneth M. Vittor, Executive Vice President and General Counsel of the
Corporation. As of June 1, 2002, Mr. Vittor beneficially owned 43,211 shares of
Common Stock, and had options to acquire an additional 147,241 shares of Common
Stock.

Item 6. Indemnification of Directors and Officers
- -------------------------------------------------

<PAGE>

         The New York Business Corporation Law provides for indemnification of
the Corporation's officers and directors, who are also covered by certain
liability insurance policies maintained by the Corporation. In addition, the
Corporation has entered into indemnification agreements with its directors and
certain of its executive officers. The  Corporation's Restated
Certificate of Incorporation eliminates the liability of the Corporation's
directors to the maximum extent permitted by the New York Business Corporation
Law. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed
- --------------------------------------------

         Not applicable

Item 8.  Exhibits
- -----------------

         (4)      Articles of Incorporation of the registrant, incorporated by
reference from the registrant's Form 10-K for the year ended December 31, 1995
and Form 10-Q for the quarter ended June 30, 1998.

         (4)      By-laws of the registrant incorporated by reference from
registrant's Form 10-Q for the quarter ended March 31, 2000.

         (4)      Rights Agreement dated as of July 29, 1998, incorporated by
reference to the registrant's registration statement on Form 8-A filed August 3,
1998.

<PAGE>

         (5)      Opinion of Kenneth M. Vittor, counsel to the Corporation
(including consent).

         (23)     Consent of Ernst & Young LLP, independent auditors.

         (23)     Consent of Kenneth M. Vittor, counsel to the Corporation
(included in Exhibit 5).

         (24)     Power of Attorney.

         (99)     Pro forma results giving effect to Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets, as of
January 1, 1999.

Item 9.  Undertakings
- ---------------------

         (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

         Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the Registration Statement is on Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the

<PAGE>

registrant pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement;

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of

<PAGE>

the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel that the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

<PAGE>

Signatures
- ----------

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 26th day of
June, 2002.

                                             The McGraw-Hill Companies, Inc.
                                             By: /s/ Harold McGraw III
                                                 ------------------------------
                                                 Harold McGraw III
                                                 (Chairman, President and Chief
                                                 Executive Officer)

<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

      Signature                          Title                         Date
      ---------                          -----                         ----

/s/Harold  McGraw III              Principal Executive            June 26, 2002
- ---------------------              Officer and Director
 Harold McGraw III

*Robert J. Bahash                  Principal Financial            June 26, 2002
                                   Officer

*Talia M. Griep                    Controller                     June 26, 2002

*Pedro Aspe                        Director                       June 26, 2002

*Winfried F.W. Bischoff            Director                       June 26, 2002

*Robert P. McGraw                  Director                       June 26, 2002

*Lois Dickson Rice                 Director                       June 26, 2002

*James H. Ross                     Director                       June 26, 2002

*Edward B. Rust, Jr.               Director                       June 26, 2002

*Sidney Taurel                     Director                       June 26, 2002


*By: /s/ Kenneth M. Vittor
     ---------------------
      Kenneth M.Vittor
      (Attorney-in-Fact)


<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

    Exhibit Number
    --------------

         (4)        Articles of Incorporation of the registrant, incorporated by
                    reference from the registrant's Form 10-K for the year ended
                    December 31, 1995 and Form 10-Q for the quarter ended June
                    30, 1998.

         (4)        By-laws of the registrant incorporated by reference from
                    registrant's Form 10-Q for the quarter ended March 31, 2000.

         (4)        Rights Agreement dated as of July 29, 1998, incorporated by
                    reference to the registrant's registration statement on Form
                    8-A filed August 3, 1998.

         (5)        Opinion of Kenneth M. Vittor, counsel to the Corporation
                    (including consent).

         (23)       Consent of Ernst & Young LLP, independent auditors.

         (23)       Consent of Kenneth M. Vittor, counsel to the Corporation
                    (included in Exhibit 5).

         (24)       Power of Attorney.

         (99)       Pro forma results giving effect to Statement of Financial
                    Accounting Standards No. 142, Goodwill and Other Intangible
                    Assets, as of January 1, 1999.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>dex5.txt
<DESCRIPTION>OPINION OF KENNETH M. VITTOR
<TEXT>
<PAGE>

                                                                     (EXHIBIT 5)
                                                                     -----------
                                                     June 26, 2002




The McGraw-Hill Companies, Inc.
1221 Avenue of the Americas
New York, New York  10020

Ladies and Gentlemen:

         I have acted as counsel to The McGraw-Hill Companies, Inc. (the
"Corporation") in connection with the 2002 Stock Incentive Plan (the "Plan"), as
more fully described in the Registration Statement on Form S-8 being filed by
the Corporation with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.

         In my opinion the shares of Common Stock, par value $1.00, of the
Corporation covered by the Plan have been duly authorized and, when issued in
accordance with the terms of the Plan, will be legally and validly issued, fully
paid and non-assessable.

         I hereby consent to the filing of this opinion as an exhibit to the
above-described Registration Statement and to the reference to this opinion in
said Registration Statement, and any amendments thereto.

                                                     Very truly yours,


                                                     /s/ Kenneth M. Vittor

                                                     Kenneth M. Vittor

KMV/lb

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>dex23.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>


                                                                    (EXHIBIT 23)

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement on
Form S-8 and related Prospectus pertaining to the registration of 9,486,773
shares of Common Stock under The McGraw-Hill Companies, Inc.'s 2002 Stock
Incentive Plan of our reports dated January 29, 2002, with respect to the
consolidated financial statements of The McGraw-Hill Companies, Inc.
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 2001 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.

                                                           /S/ ERNST & YOUNG LLP

New York, New York
July 9, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>dex24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>


                                                                    (EXHIBIT 24)

                         THE McGRAW-HILL COMPANIES, INC.

                             Registration Statement

                                   On Form S-8

                                POWER OF ATTORNEY


         The undersigned hereby appoint Kenneth M.Vittor and Scott L. Bennett,
or either of them, their true and lawful attorneys-in-fact with authority to
execute in the name of each such person and in each capacity stated below, and
to file with the Securities and Exchange Commission, the Corporation's
Registration Statement on Form S-8 in the form which the Corporation deems
appropriate for the purpose of registering, pursuant to the Securities Act of
1933, as amended, 9,486,773 additional shares of Common Stock, par value $1.00
per share, of the Corporation issuable in connection with the 2002 Stock
Incentive Plan and to execute and file in the name of each such person and in
each capacity stated below, from time to time, all amendments, including
post-effective amendments, and all supplements to such Registration Statement,
which the Corporation deems appropriate.

         This Power of Attorney may be executed in counterparts, all of which,
taken together, shall constitute one and the same instrument.

<PAGE>

/s/ Harold McGraw III
- ---------------------------
Harold McGraw III               Principal Executive
                                Officer and Director        June 26, 2002

/s/ Robert J. Bahash
- ---------------------------
Robert J. Bahash                Principal Financial
                                Officer                     June 26, 2002

/s/ Talia M. Griep
- ---------------------------
Talia M. Griep                  Controller                  June 26, 2002


/s/ Pedro Aspe
- ---------------------------
Pedro Aspe                      Director                    June 26, 2002


/s/ Winfried F.W. Bischoff
- ---------------------------
Winfried F.W. Bischoff          Director                    June 26, 2002


/s/ Robert P. McGraw
- ---------------------------
Robert P. McGraw                Director                    June 26, 2002


/s/ Lois Dickson Rice
- ---------------------------
Lois Dickson Rice               Director                    June 26, 2002


/s/ James H. Ross
- ---------------------------
James H. Ross                   Director                    June 26, 2002

/s/ Edward B. Rust, Jr.
- ---------------------------
Edward R. Rust, Jr.             Director                    June 26, 2002

/s/ Sidney Taurel
- ---------------------------
Sidney Taurel                   Director                    June 26, 2002



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>dex99.txt
<DESCRIPTION>PRO FORMA RESULTS
<TEXT>
<PAGE>
                                                                    (EXHIBIT 99)

                         The McGraw-Hill Companies, Inc.

The following table reflects pro forma results of the Corporation in 2001, 2000
and 1999, giving effect to Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets, as if it were adopted as of January 1,
1999: (in thousands, except earnings per share)

<TABLE>
<CAPTION>
                                                            2001              2000*           1999
                                                          -------           --------        --------
<S>                                                       <C>               <C>             <C>

Income before cumulative adjustment, as reported          $377,031          $471,916        $425,574
Add back: amortization expense, net of tax                  34,831            29,167          25,698
                                                          --------          --------        --------

Pro forma income before cumulative adjustment             $411,862          $501,083        $451,272
                                                          ========          ========        ========

Net income, as reported                                   $377,031          $403,794        $425,574
Add back: amortization expense, net of tax                  34,831            29,167          25,698
                                                          --------          --------        --------

Pro forma net income                                      $411,862          $432,961        $451,272
                                                          ========          ========        ========

Basic earnings per common share:
  Income before cumulative adjustment, as reported        $   1.95          $   2.43        $   2.17
  Pro forma income before cumulative adjustment           $   2.13          $   2.58        $   2.30

  Net income, as reported                                 $   1.95          $   2.08        $   2.17
  Pro forma net income                                    $   2.13          $   2.23        $   2.30

Diluted earnings per common share:
  Income before cumulative adjustment, as reported        $   1.92          $   2.41        $   2.14
  Pro forma income before cumulative adjustment           $   2.10          $   2.56        $   2.27

  Net income, as reported                                 $   1.92          $   2.06        $   2.14
  Pro forma net income                                    $   2.10          $   2.21        $   2.27
</TABLE>


*  The Corporation adopted the Securities and Exchange Commission's Staff
   Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
   Statements, as of January 1, 2000. The cumulative effect of the accounting
   change resulted in a charge to income of $68,122 (net of taxes of $46,688).


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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