<page>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                         Date of Report: April 29, 2003


                         THE MCGRAW-HILL COMPANIES, INC.
                         -------------------------------
             (Exact Name of Registrant as specified in its charter)



        New York                         1-1023                 13-1026995
        --------                         ------                 ----------
        (State or other                (Commission           (IRS Employer
        jurisdiction of                 File No.)          Identification No.)
        incorporation or
        organization)



              1221 Avenue of the Americas, New York, New York 10020
              -----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (212) 512-2564
                                 --------------
              (Registrant's telephone number, including area code)




<page>

Item 9. Regulation FD Disclosure/Disclosure of Results of Operations
        ------------------------------------------------------------
        and Financial Condition (Furnished Pursuant to Item 12 of Form 8-K)
        -------------------------------------------------------------------

     On April 29, 2003  Registrant  issued an earnings  release  (the "Earnings
Release")  containing a discussion of  Registrant's  results of  operations  and
financial condition for the quarter ending March 31, 2003.

     In addition to the Registrant's  financial  results presented in accordance
with U.S.  generally  accepted  accounting  principles  ("GAAP"),  the  Earnings
Release  contains  data  that  would not be  presented  in a GAAP  statement  of
earnings.  This data consists of the disclosure of the impact of the divestiture
of MMS International,  which occurred in September 2002, on the 2002 results for
the Financial  Services  segment.  This data is presented because the Registrant
believes it will assist  shareholders  and analysts in evaluating  the strengths
and weaknesses of the  Registrant's  continuing  businesses and will  facilitate
period-to-period  comparisons  of the  financial  performance  of the  Financial
Services business.  The  reconciliation  between this Non-GAAP data and the most
comparable GAAP data is set forth in the Earnings Release.

<page>

Item 7.  Exhibits
         --------

     (99) Earnings Release of the Registrant, dated April 29, 2003, containing a
discussion of Registrant's results of operations and financial condition for the
quarter ending March 31, 2003.

<page>

                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this Form 8-K Report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                                THE McGRAW-HILL COMPANIES, INC.



                                                By:
                                                   -------------/s/-------------
                                                   Kenneth M. Vittor
                                                   Executive Vice President and
                                                   General Counsel



Dated:  April 29, 2003



<page>
                               INDEX TO EXHIBITS



Exhibit Number

    (99) Earnings Release of the Registrant,  dated April 29, 2003, containing a
discussion of Registrant's results of operations and financial condition for the
quarter ending March 31, 2003.





<page>

                        THE MCGRAW-HILL COMPANIES REPORTS
                33.3% INCREASE IN EPS FROM CONTINUING OPERATIONS
                          FOR THE FIRST QUARTER OF 2003
                  Results Exceed First Call Consensus Forecast


New York,  N.Y.,  April 29, 2003-The  McGraw-Hill  Companies  (NYSE:  MHP) today
announced  first  quarter  2003  diluted  earnings  per  share  from  continuing
operations of 20 cents, a 33.3% increase over the 15 cents reported for the same
period  last year.  Including  the  after-tax  results  of $57.2  million on the
disposition of S&P ComStock in February 2003, diluted earnings per share for the
first quarter were 50 cents.

Income from  continuing  operations  in the first quarter grew by 33.5% to $38.2
million.  Net  income for the first  quarter  increased  $66.2  million to $95.4
million. Revenue for the first quarter rose by 1.9% to $846.5 million.

"A solid  performance  by Financial  Services  and  excellent  cost  containment
enabled us to overcome a slow start in advertising and the seasonal  softness in
the education  market in the first  quarter," said Harold McGraw III,  chairman,
president  and chief  executive  officer  of The  McGraw-Hill  Companies.  "As a
result, we also improved our operating margin in the first quarter to 10%.

"Earnings per share from operations  exceeded the First Call consensus  forecast
of 19 cents for the first quarter by one cent.

Financial  Services:  "Revenue in this segment  increased 8.3% to $394.9 million
and  operating  profits  climbed by 9.6% to $145.0  million in the first quarter
compared to the same  period last year.  Included in the results for 2002 is the
operating  performance  of MMS  International,  which was  divested in September
2002.  On a  comparative  basis,  the  absence of MMS  International  negatively
impacted operating revenue by 2.8% and operating profits by 0.5%.  Excluding MMS
International from 2002 results,  continuing  operations  produced  double-digit
increases in revenue and operating profits in the first quarter of 2003.

"A robust, global market for structured finance and non-traditional  ratings and
services as well as a solid gain in public finance helped keep Standard & Poor's
moving ahead in the first quarter.  Such  non-traditional  services as bank loan
ratings,  counterparty credit ratings,  ratings evaluations services,  financial
strength and global infrastructure ratings all showed strong growth in the first
quarter.

"New issue dollar  volume grew in the United States and European bond markets in
the  first  quarter.  In the  U.S.,  new issue  dollar  volume  was up by 11.1%.
Corporate issuance decreased by 5.2%. Public finance grew by 21.0%. Asset-backed
issuance was up by 21.1%, and mortgage-backed  issuance grew 38.8%, according to
figures from Securities Data Corporation and Harrison Scott Publications.

"In Europe, new issue dollar volume grew by 39.2%, according to Bondware.

"Adverse market conditions in the financial services industry reduced demand for
Standard & Poor's  products and services  among retail  brokers.  But Standard &
Poor's index services  continues to produce solid growth.  Trading of derivative
contracts  based on Standard & Poor's  indices  increased in the first  quarter.
Assets under management based on Standard & Poor's indices rose to $60.4 billion
at the end of the  first  quarter,  up from  $51.5  billion  for the  comparable
quarter last year.

"Valuation services increased as sales of litigation support and other services
helped offset a sluggish mergers and acquisition market.

Education:  "Revenue for this segment declined by 1.6% in the first  quarter to
$277.2  million  and the  operating  loss  increased  by 1.4% to $72.8  million.
Revenue for the McGraw-Hill  Higher  Education,  Professional and  International
Group grew by 2.9% to $149.3 million.  For McGraw-Hill  School  Education Group,
revenue declined 6.3% to $127.9 million.

"In a seasonally slow quarter for education, gains in reading and math and early
success  in  the  secondary   social   studies  market  could  not  offset  soft
supplemental  sales in the  educational  dealer,  home and school  markets.  The
discontinuation  of coloring and activity  book product lines in the second half
of 2002 also made  year-over-year  comparisons  more  difficult  for the  School
Education Group's supplemental operations.

"Technology  continues  to  play a key  role  in the  global  growth  of  higher
education products. By combining content with digital solutions for students and
instructors, we are improving the value proposition and winning new adoptions in
college and university markets both here and abroad.

"Sales  of  professional  titles  increased  in the  first  quarter.  Growth  in
scientific,  technical,  medical,  and  professional  reference works offset the
continuing weakness in computer and technology imprints.

"Concern over state deficits  continues to create  uncertainty about the outlook
for educational  funding.  Kentucky recently responded to the fiscal pressure by
postponing this year's elementary math adoption.  Some Kentucky school districts
still plan to purchase new materials with local funds,  but the state's decision
to delay the  adoption  clearly  reduces the  opportunity  this year.  The Texas
legislature is still debating the appropriate  level of funding for the upcoming
adoptions.  We also know that 30 states have  already  received  $541 million in
Reading  First  grants  from  the  Department  of  Education.   Based  on  these
developments, we expect the K-12 market to grow in 2003.

Information  and Media  Services:  "Revenue for this segment  decreased  5.2% to
$174.5  million,  but operating  profits  increased 4.3% to $12.5 million in the
first quarter.

"Excellent  cost  controls  helped  offset  weakness in  advertising,  which was
exacerbated  by the start of the war with Iraq.  At  Broadcasting,  revenue  was
virtually flat at $23.4 million.

"For the Business-to-Business Group, which includes BusinessWeek,  construction,
energy and healthcare products and services,  revenue declined by 6.0% to $151.1
million.

"With one more issue in the first quarter this year,  BusinessWeek  ad pages for
the  North  American  edition  were up  2.2%,  as  reported  by the  Publisher's
Information Bureau. But there was softness in international editions.

"Revenue from conferences also declined as major industrial shows held last year
in the first quarter were not repeated in 2003.

The outlook: "Geopolitical events unquestionably interrupted the recovery in the
advertising  market  and we expect to see some  spillover  effect in the  second
quarter.  The K-12 school market still lacks visibility as states assess budgets
in light of April tax receipts,  but new federal dollars are reaching the market
and should help mitigate funding issues.  We now anticipate modest growth in the
second quarter followed by a pickup in business in the second half. As a result,
we fully  expect to  achieve  the  7-to-9%  earnings  per share  growth  that we
originally forecasted for 2003."

Conference Call Schedule:  The  Corporation's  senior management will review the
first  quarter 2003  earnings  results on a conference  call  scheduled for this
morning,  April  29th,  at  8:30  AM  Eastern  Time.  This  call  is open to all
interested  parties.   Discussions  may  include  forward-looking   information.
Additional information presented on the conference call may be made available on
the  Management  Commentary  page  of  the  Investor  Relations  section  of the
Corporation's website at www.mcgraw-hill.com/investor_relations.  To participate
by  telephone,  please  dial-in by 8:15 AM Eastern Time and register  before the
start of the call.  Domestic  participants  may call toll-free  (877)  546-1565;
international  participants  may call +1 (630) 395-0062  (long distance  charges
will apply).  The passcode is McGraw-Hill  and the  conference  leader is Harold
McGraw III. The conference  call will also be webcast.  Go to the  Corporation's
Investor  Relations  website  and click on the 1Q Earnings  button.  At the next
screen,  select the Webcast link under Listening Options.  You will need Windows
Media Player.  The prepared remarks and slides will be available for downloading
from the Investor  Relations  website's  Management  Commentary  archive several
hours after the end of the call. The Webcast replay will be available  until May
6, 2003.

The   forward-looking   statements  in  this  news  release  involve  risks  and
uncertainties  and are  subject to change  based on various  important  factors,
including worldwide economic,  financial and political conditions, the health of
capital and equity markets, including possible future interest rate changes, the
pace of recovery in the economy and in advertising, the level of expenditures in
the education market, the successful  marketing of competitive  products and the
effect of competitive products and pricing.

About the McGraw-Hill Companies: Founded in 1888, The McGraw-Hill Companies is a
global  information  services  provider meeting worldwide needs in the financial
services, education and business information markets through leading brands such
as Standard & Poor's,  BusinessWeek and McGraw-Hill  Education.  The Corporation
has more than 320 offices in 34  countries.  Sales in 2002 were $4.8  billion.
Additional information is available at http://www.mcgraw-hill.com.



<PAGE>
                            The McGraw-Hill Companies
                              Statements of Income
                      Periods ended March 31, 2003 and 2002

                                 (in thousands, except per share data)

(unaudited)                                  Three Months
                                   ------------------------------
<table>
<caption>
                                     2003       2002     % Change
                                   --------   --------   --------
<S>                                     <C>     <C>         <C>

Operating revenue                  $846,543   $830,543      1.9

Expenses, net                       783,216    778,340      0.6
                                   --------   --------
Income from operations               63,327     52,203     21.3

Interest expense                      2,679      6,422    (58.3)
                                   --------   --------
Income from continuing operations
   before taxes on income            60,648     45,781     32.5

Provision for taxes on income        22,439     17,168     30.7
                                   --------   --------
Income from continuing operations  $ 38,209   $ 28,613     33.5
                                   --------   --------
Discontinued operations:

Earnings from operations of
   discontinued component          $ 87,490   $    942      N/M

Income tax expense                 $ 30,304   $    353      N/M
                                   --------   --------
Earnings from discontinued
   operations                      $ 57,186   $    589      N/M

Net income                         $ 95,395   $ 29,202      N/M
                                   ========   ========
Earnings per common share:

Basic earnings per share
Income from continuing operations  $   0.20   $   0.15     33.3
                                   ========   ========
Net income                         $   0.50   $   0.15      N/M
                                   ========   ========
Diluted earnings per share
Income from continuing operations  $   0.20   $   0.15     33.3
                                   ========   ========
Net income                         $   0.50   $   0.15      N/M
                                   ========   ========
Dividend per common share:         $  0.270   $  0.255      5.9
                                   --------   --------

Average number of common shares outstanding:

  Basic                             190,933    192,889
  Diluted                           191,982    194,967

N/M - not meaningful

                                   Exhibit 1
</table>

<page>
                            The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended March 31, 2003 and 2002


(unaudited)                               (dollars in thousands)
<table>
                                                Revenue
                                   -------------------------------
<caption>
                                                         % Favorable
Three Months                         2003      2002     (Unfavorable)
------------                       ------      ----     -------------
<S>                                   <C>       <C>         <C>

McGraw-Hill Education              $277,159   $281,621     (1.6)

Financial Services                  394,895    364,769      8.3

Information and Media Services      174,489    184,153     (5.2)
                                   --------   --------    -----
Total operating segments            846,543    830,543      1.9

General corporate expense                 -          -        -

Interest expense                          -          -        -
                                   --------   --------    -----
Total company                      $846,543   $830,543      1.9
                                   ========   ========    =====
</table>

                            The McGraw-Hill Companies
                          Operating Results by Segment
                     Periods ended March 31, 2003 and 2002

(unaudited)                                (dollars in thousands)
<table>
                                              Operating Profit
                                   ----------------------------------
<caption>
                                                         % Favorable
Three Months                         2003      2002      (Unfavorable)
------------                       ------      ----     -------------
<S>                                     <C>     <C>         <C>

McGraw-Hill Education              $(72,805)  $(71,810)    (1.4)

Financial Services                  144,991    132,312      9.6

Information and Media Services       12,476     11,962      4.3
                                   --------   --------    -----
Total operating segments             84,662     72,464     16.8

General corporate expense           (21,335)   (20,261)    (5.3)

Interest expense                     (2,679)    (6,422)    58.3
                                   --------   --------    -----
Total company                      $ 60,648*  $ 45,781*    32.5
                                   ========   ========    =====

*Income from continuing operations before taxes on income


                                        Exhibit 2
</table>
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                         Date of Report: April 29, 2003

                         THE MCGRAW-HILL COMPANIES, INC.
                         -------------------------------
             (Exact Name of Registrant as specified in its charter)

        New York                         1-1023                 13-1026995
        --------                         ------                 ----------
        (State or other                (Commission           (IRS Employer
        jurisdiction of                 File No.)          Identification No.)
        incorporation or
        organization)

              1221 Avenue of the Americas, New York, New York 10020
              -----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (212) 512-2564
                                 --------------
              (Registrant's telephone number, including area code)
Item 9. Regulation FD Disclosure/Disclosure of Results of Operations
        ------------------------------------------------------------
        and Financial Condition (Furnished Pursuant to Item 12 of Form 8-K)
        -------------------------------------------------------------------

     On April 29, 2003  Registrant  issued an earnings  release  (the "Earnings
Release")  containing a discussion of  Registrant's  results of  operations  and
financial condition for the quarter ending March 31, 2003.

     In addition to the Registrant's  financial  results presented in accordance
with U.S.  generally  accepted  accounting  principles  ("GAAP"),  the  Earnings
Release  contains  data  that  would not be  presented  in a GAAP  statement  of
earnings.  This data consists of the disclosure of the impact of the divestiture
of MMS International,  which occurred in September 2002, on the 2002 results for
the Financial  Services  segment.  This data is presented because the Registrant
believes it will assist  shareholders  and analysts in evaluating  the strengths
and weaknesses of the  Registrant's  continuing  businesses and will  facilitate
period-to-period  comparisons  of the  financial  performance  of the  Financial
Services business.  The  reconciliation  between this Non-GAAP data and the most
comparable GAAP data is set forth in the Earnings Release.
Item 7.  Exhibits
         --------

     (99) Earnings Release of the Registrant, dated April 29, 2003, containing a
discussion of Registrant's results of operations and financial condition for the
quarter ending March 31, 2003.
SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this Form 8-K Report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                THE McGRAW-HILL COMPANIES, INC.

                                                By:
                                                   -------------/s/-------------
                                                   Kenneth M. Vittor
                                                   Executive Vice President and
                                                   General Counsel

Dated:  April 29, 2003
INDEX TO EXHIBITS

Exhibit Number

    (99) Earnings Release of the Registrant,  dated April 29, 2003, containing a
discussion of Registrant's results of operations and financial condition for the
quarter ending March 31, 2003.
THE MCGRAW-HILL COMPANIES REPORTS
                33.3% INCREASE IN EPS FROM CONTINUING OPERATIONS
                          FOR THE FIRST QUARTER OF 2003
                  Results Exceed First Call Consensus Forecast

New York,  N.Y.,  April 29, 2003-The  McGraw-Hill  Companies  (NYSE:  MHP) today
announced  first  quarter  2003  diluted  earnings  per  share  from  continuing
operations of 20 cents, a 33.3% increase over the 15 cents reported for the same
period  last year.  Including  the  after-tax  results  of $57.2  million on the
disposition of S&P ComStock in February 2003, diluted earnings per share for the
first quarter were 50 cents.

Income from  continuing  operations  in the first quarter grew by 33.5% to $38.2
million.  Net  income for the first  quarter  increased  $66.2  million to $95.4
million. Revenue for the first quarter rose by 1.9% to $846.5 million.

"A solid  performance  by Financial  Services  and  excellent  cost  containment
enabled us to overcome a slow start in advertising and the seasonal  softness in
the education  market in the first  quarter," said Harold McGraw III,  chairman,
president  and chief  executive  officer  of The  McGraw-Hill  Companies.  "As a
result, we also improved our operating margin in the first quarter to 10%.

"Earnings per share from operations  exceeded the First Call consensus  forecast
of 19 cents for the first quarter by one cent.

Financial  Services:  "Revenue in this segment  increased 8.3% to $394.9 million
and  operating  profits  climbed by 9.6% to $145.0  million in the first quarter
compared to the same  period last year.  Included in the results for 2002 is the
operating  performance  of MMS  International,  which was  divested in September
2002.  On a  comparative  basis,  the  absence of MMS  International  negatively
impacted operating revenue by 2.8% and operating profits by 0.5%.  Excluding MMS
International from 2002 results,  continuing  operations  produced  double-digit
increases in revenue and operating profits in the first quarter of 2003.

"A robust, global market for structured finance and non-traditional  ratings and
services as well as a solid gain in public finance helped keep Standard & Poor's
moving ahead in the first quarter.  Such  non-traditional  services as bank loan
ratings,  counterparty credit ratings,  ratings evaluations services,  financial
strength and global infrastructure ratings all showed strong growth in the first
quarter.

"New issue dollar  volume grew in the United States and European bond markets in
the  first  quarter.  In the  U.S.,  new issue  dollar  volume  was up by 11.1%.
Corporate issuance decreased by 5.2%. Public finance grew by 21.0%. Asset-backed
issuance was up by 21.1%, and mortgage-backed  issuance grew 38.8%, according to
figures from Securities Data Corporation and Harrison Scott Publications.

"In Europe, new issue dollar volume grew by 39.2%, according to Bondware.

"Adverse market conditions in the financial services industry reduced demand for
Standard & Poor's  products and services  among retail  brokers.  But Standard &
Poor's index services  continues to produce solid growth.  Trading of derivative
contracts  based on Standard & Poor's  indices  increased in the first  quarter.
Assets under management based on Standard & Poor's indices rose to $60.4 billion
at the end of the  first  quarter,  up from  $51.5  billion  for the  comparable
quarter last year.

"Valuation services increased as sales of litigation support and other services
helped offset a sluggish mergers and acquisition market.

Education:  "Revenue for this segment declined by 1.6% in the first  quarter to
$277.2  million  and the  operating  loss  increased  by 1.4% to $72.8  million.
Revenue for the McGraw-Hill  Higher  Education,  Professional and  International
Group grew by 2.9% to $149.3 million.  For McGraw-Hill  School  Education Group,
revenue declined 6.3% to $127.9 million.

"In a seasonally slow quarter for education, gains in reading and math and early
success  in  the  secondary   social   studies  market  could  not  offset  soft
supplemental  sales in the  educational  dealer,  home and school  markets.  The
discontinuation  of coloring and activity  book product lines in the second half
of 2002 also made  year-over-year  comparisons  more  difficult  for the  School
Education Group's supplemental operations.

"Technology  continues  to  play a key  role  in the  global  growth  of  higher
education products. By combining content with digital solutions for students and
instructors, we are improving the value proposition and winning new adoptions in
college and university markets both here and abroad.

"Sales  of  professional  titles  increased  in the  first  quarter.  Growth  in
scientific,  technical,  medical,  and  professional  reference works offset the
continuing weakness in computer and technology imprints.

"Concern over state deficits  continues to create  uncertainty about the outlook
for educational  funding.  Kentucky recently responded to the fiscal pressure by
postponing this year's elementary math adoption.  Some Kentucky school districts
still plan to purchase new materials with local funds,  but the state's decision
to delay the  adoption  clearly  reduces the  opportunity  this year.  The Texas
legislature is still debating the appropriate  level of funding for the upcoming
adoptions.  We also know that 30 states have  already  received  $541 million in
Reading  First  grants  from  the  Department  of  Education.   Based  on  these
developments, we expect the K-12 market to grow in 2003.

Information  and Media  Services:  "Revenue for this segment  decreased  5.2% to
$174.5  million,  but operating  profits  increased 4.3% to $12.5 million in the
first quarter.

"Excellent  cost  controls  helped  offset  weakness in  advertising,  which was
exacerbated  by the start of the war with Iraq.  At  Broadcasting,  revenue  was
virtually flat at $23.4 million.

"For the Business-to-Business Group, which includes BusinessWeek,  construction,
energy and healthcare products and services,  revenue declined by 6.0% to $151.1
million.

"With one more issue in the first quarter this year,  BusinessWeek  ad pages for
the  North  American  edition  were up  2.2%,  as  reported  by the  Publisher's
Information Bureau. But there was softness in international editions.

"Revenue from conferences also declined as major industrial shows held last year
in the first quarter were not repeated in 2003.

The outlook: "Geopolitical events unquestionably interrupted the recovery in the
advertising  market  and we expect to see some  spillover  effect in the  second
quarter.  The K-12 school market still lacks visibility as states assess budgets
in light of April tax receipts,  but new federal dollars are reaching the market
and should help mitigate funding issues.  We now anticipate modest growth in the
second quarter followed by a pickup in business in the second half. As a result,
we fully  expect to  achieve  the  7-to-9%  earnings  per share  growth  that we
originally forecasted for 2003."

Conference Call Schedule:  The  Corporation's  senior management will review the
first  quarter 2003  earnings  results on a conference  call  scheduled for this
morning,  April  29th,  at  8:30  AM  Eastern  Time.  This  call  is open to all
interested  parties.   Discussions  may  include  forward-looking   information.
Additional information presented on the conference call may be made available on
the  Management  Commentary  page  of  the  Investor  Relations  section  of the
Corporation's website at www.mcgraw-hill.com/investor_relations.  To participate
by  telephone,  please  dial-in by 8:15 AM Eastern Time and register  before the
start of the call.  Domestic  participants  may call toll-free  (877)  546-1565;
international  participants  may call +1 (630) 395-0062  (long distance  charges
will apply).  The passcode is McGraw-Hill  and the  conference  leader is Harold
McGraw III. The conference  call will also be webcast.  Go to the  Corporation's
Investor  Relations  website  and click on the 1Q Earnings  button.  At the next
screen,  select the Webcast link under Listening Options.  You will need Windows
Media Player.  The prepared remarks and slides will be available for downloading
from the Investor  Relations  website's  Management  Commentary  archive several
hours after the end of the call. The Webcast replay will be available  until May
6, 2003.

The   forward-looking   statements  in  this  news  release  involve  risks  and
uncertainties  and are  subject to change  based on various  important  factors,
including worldwide economic,  financial and political conditions, the health of
capital and equity markets, including possible future interest rate changes, the
pace of recovery in the economy and in advertising, the level of expenditures in
the education market, the successful  marketing of competitive  products and the
effect of competitive products and pricing.

About the McGraw-Hill Companies: Founded in 1888, The McGraw-Hill Companies is a
global  information  services  provider meeting worldwide needs in the financial
services, education and business information markets through leading brands such
as Standard & Poor's,  BusinessWeek and McGraw-Hill  Education.  The Corporation
has more than 320 offices in 34  countries.  Sales in 2002 were $4.8  billion.
Additional information is available at http://www.mcgraw-hill.com.
The McGraw-Hill Companies
                              Statements of Income
                      Periods ended March 31, 2003 and 2002

                                 (in thousands, except per share data)

(unaudited)                                  Three Months
                                   ------------------------------
2003       2002     % Change
                                   --------   --------   --------
Operating revenue                  $846,543   $830,543      1.9

Expenses, net                       783,216    778,340      0.6
                                   --------   --------
Income from operations               63,327     52,203     21.3

Interest expense                      2,679      6,422    (58.3)
                                   --------   --------
Income from continuing operations
   before taxes on income            60,648     45,781     32.5

Provision for taxes on income        22,439     17,168     30.7
                                   --------   --------
Income from continuing operations  $ 38,209   $ 28,613     33.5
                                   --------   --------
Discontinued operations:

Earnings from operations of
   discontinued component          $ 87,490   $    942      N/M

Income tax expense                 $ 30,304   $    353      N/M
                                   --------   --------
Earnings from discontinued
   operations                      $ 57,186   $    589      N/M

Net income                         $ 95,395   $ 29,202      N/M
                                   ========   ========
Earnings per common share:

Basic earnings per share
Income from continuing operations  $   0.20   $   0.15     33.3
                                   ========   ========
Net income                         $   0.50   $   0.15      N/M
                                   ========   ========
Diluted earnings per share
Income from continuing operations  $   0.20   $   0.15     33.3
                                   ========   ========
Net income                         $   0.50   $   0.15      N/M
                                   ========   ========
Dividend per common share:         $  0.270   $  0.255      5.9
                                   --------   --------

Average number of common shares outstanding:

  Basic                             190,933    192,889
  Diluted                           191,982    194,967

N/M - not meaningful

                                   Exhibit 1
The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended March 31, 2003 and 2002

(unaudited)                               (dollars in thousands)

                                                Revenue
                                   -------------------------------
% Favorable
Three Months                         2003      2002     (Unfavorable)
------------                       ------      ----     -------------
McGraw-Hill Education              $277,159   $281,621     (1.6)

Financial Services                  394,895    364,769      8.3

Information and Media Services      174,489    184,153     (5.2)
                                   --------   --------    -----
Total operating segments            846,543    830,543      1.9

General corporate expense                 -          -        -

Interest expense                          -          -        -
                                   --------   --------    -----
Total company                      $846,543   $830,543      1.9
                                   ========   ========    =====
The McGraw-Hill Companies
                          Operating Results by Segment
                     Periods ended March 31, 2003 and 2002

(unaudited)                                (dollars in thousands)

                                              Operating Profit
                                   ----------------------------------
% Favorable
Three Months                         2003      2002      (Unfavorable)
------------                       ------      ----     -------------
McGraw-Hill Education              $(72,805)  $(71,810)    (1.4)

Financial Services                  144,991    132,312      9.6

Information and Media Services       12,476     11,962      4.3
                                   --------   --------    -----
Total operating segments             84,662     72,464     16.8

General corporate expense           (21,335)   (20,261)    (5.3)

Interest expense                     (2,679)    (6,422)    58.3
                                   --------   --------    -----
Total company                      $ 60,648*  $ 45,781*    32.5
                                   ========   ========    =====

*Income from continuing operations before taxes on income

                                        Exhibit 2