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: May 5, 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
------- ------------------------

     Pursuant to Regulation FD, the Registrant hereby furnishes  materials which
are,  concurrently  with the  filing of this  Report on Form 8-K,  being sent to
certain  investors  of the  Registrant  as a follow-up to  information  publicly
disclosed by the Registrant on its 2003 First Quarter  Earnings  Conference Call
which was held on April 29, 2003.

<page>

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

     (99) Materials  sent to certain  investors of the Registrant as a follow-up
to  information  publicly  disclosed by the Registrant on its 2003 First Quarter
Earnings Conference Call which was held on April 29, 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:  May 5, 2003



<page>
                                INDEX TO EXHIBITS



Exhibit Number

     (99) Materials  sent to certain  investors of the Registrant as a follow-up
to  information  publicly  disclosed by the Registrant on its 2003 First Quarter
Earnings Conference Call which was held on April 29, 2003.
<page>

May 5, 2003

Dear Investors:

As a follow-up to the 2003 First Quarter  Earnings  Conference  Call,  which was
held on April 29, 2003,  we thought it would be helpful to provide the following
information.

With  respect  to the sale of S&P  ComStock  in  February  2003,  the first
quarter 2003 and 2002 results from S&P ComStock  operations  were  excluded from
the Financial  Services  segment and reported in the  consolidated  statement of
income in a section entitled  "Discontinued  operations."  Since the sale of S&P
ComStock  occurred in February 2003, there will be no further  operating results
associated  with S&P ComStock in 2003.  The 2003 and 2002 revenue by quarter for
S&P ComStock is shown below.

(000's)                           2002         2003
                                  ----         ----
S&P ComStock Revenue
   1st-Q                         $16,109      $11,076
   2nd-Q                         $16,129          -
   3rd-Q                         $16,404          -
   4th-Q                         $16,734          -
                                 -------      -------
Total S&P ComStock Revenue       $65,376      $11,076
                                 =======      =======

Results  from MMS  International,  which was divested in  September  2002,  will
continue to be  included  in the  Financial  Services  segment.  Revenue for MMS
International in 2002 by quarter is shown below.


(000's)                                          2002        2003
                                                 ----        ----
 MMS International Revenue
   1st-Q                                        $ 9,344     $  -
   2nd-Q                                        $ 9,040        -
   3rd-Q                                        $ 6,469        -
   4th-Q                                        $     -        -
                                                -------     -------
Total MMS International Revenue                 $24,853     $  -
                                                =======     =======

The following  table sets forth certain  information  which was discussed on the
Earnings Conference Call with respect to the Global Transformation Project (GTP)
and deferred spending on all technology  products for 2002, the first quarter of
2003 and an estimate for 2003.

(000's)                     GTP           All Technology Projects      GTP
                      Deferred Spending     Deferred Spending        Expensed

Full Year 2002             $36,300             $  55,477             $ 21,500
First Quarter 2003         $     -             $   7,742             $  7,600
Full Year Estimate 2003    $14,000             $  75,000             $ 20,000


The  forward-looking  statements in this letter involve risks and  uncertainties
and are  subject  to  change  based  on  various  important  factors,  including
worldwide economic,  financial and political conditions, the pace of recovery in
the economy and the health of the education market.



Sincerely,




--------/s/-----------
  Donald S. Rubin
Senior Vice President
 Investor Relations
[{"type": "8-K", "sequence": "1", "filename": "firstquarter8k.txt", "secsgml_size_bytes": 6114}]
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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: May 5, 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
------- ------------------------

     Pursuant to Regulation FD, the Registrant hereby furnishes  materials which
are,  concurrently  with the  filing of this  Report on Form 8-K,  being sent to
certain  investors  of the  Registrant  as a follow-up to  information  publicly
disclosed by the Registrant on its 2003 First Quarter  Earnings  Conference Call
which was held on April 29, 2003.
Item 7. Exhibits
------- ---------

     (99) Materials  sent to certain  investors of the Registrant as a follow-up
to  information  publicly  disclosed by the Registrant on its 2003 First Quarter
Earnings Conference Call which was held on April 29, 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:  May 5, 2003
INDEX TO EXHIBITS

Exhibit Number

     (99) Materials  sent to certain  investors of the Registrant as a follow-up
to  information  publicly  disclosed by the Registrant on its 2003 First Quarter
Earnings Conference Call which was held on April 29, 2003.
May 5, 2003

Dear Investors:

As a follow-up to the 2003 First Quarter  Earnings  Conference  Call,  which was
held on April 29, 2003,  we thought it would be helpful to provide the following
information.

With  respect  to the sale of S&P  ComStock  in  February  2003,  the first
quarter 2003 and 2002 results from S&P ComStock  operations  were  excluded from
the Financial  Services  segment and reported in the  consolidated  statement of
income in a section entitled  "Discontinued  operations."  Since the sale of S&P
ComStock  occurred in February 2003, there will be no further  operating results
associated  with S&P ComStock in 2003.  The 2003 and 2002 revenue by quarter for
S&P ComStock is shown below.

(000's)                           2002         2003
                                  ----         ----
S&P ComStock Revenue
   1st-Q                         $16,109      $11,076
   2nd-Q                         $16,129          -
   3rd-Q                         $16,404          -
   4th-Q                         $16,734          -
                                 -------      -------
Total S&P ComStock Revenue       $65,376      $11,076
                                 =======      =======

Results  from MMS  International,  which was divested in  September  2002,  will
continue to be  included  in the  Financial  Services  segment.  Revenue for MMS
International in 2002 by quarter is shown below.

(000's)                                          2002        2003
                                                 ----        ----
 MMS International Revenue
   1st-Q                                        $ 9,344     $  -
   2nd-Q                                        $ 9,040        -
   3rd-Q                                        $ 6,469        -
   4th-Q                                        $     -        -
                                                -------     -------
Total MMS International Revenue                 $24,853     $  -
                                                =======     =======

The following  table sets forth certain  information  which was discussed on the
Earnings Conference Call with respect to the Global Transformation Project (GTP)
and deferred spending on all technology  products for 2002, the first quarter of
2003 and an estimate for 2003.

(000's)                     GTP           All Technology Projects      GTP
                      Deferred Spending     Deferred Spending        Expensed

Full Year 2002             $36,300             $  55,477             $ 21,500
First Quarter 2003         $     -             $   7,742             $  7,600
Full Year Estimate 2003    $14,000             $  75,000             $ 20,000

The  forward-looking  statements in this letter involve risks and  uncertainties
and are  subject  to  change  based  on  various  important  factors,  including
worldwide economic,  financial and political conditions, the pace of recovery in
the economy and the health of the education market.

Sincerely,

--------/s/-----------
  Donald S. Rubin
Senior Vice President
 Investor Relations