<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: July 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 July 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 June 30, 2003.

<page>

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


     (99) Earnings Release of the Registrant,  dated July 29, 2003, containing a
discussion of Registrant's results of operations and financial condition for the
quarter ending June 30, 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:  July 29, 2003

<page>

                                INDEX TO EXHIBITS

Exhibit 99

     (99) Earnings Release of the Registrant,  dated July 29, 2003, containing a
discussion of Registrant's results of operations and financial condition for the
quarter ending June 30, 2003.

<page>

                        THE McGRAW-HILL COMPANIES REPORTS
                 7.2% INCREASE IN EPS FROM CONTINUING OPERATIONS
                         FOR THE SECOND QUARTER OF 2003
                  Results Exceed First Call Consensus Forecast


     New York, NY, July 29, 2003-The  McGraw-Hill  Companies  (NYSE:  MHP) today
announced  second  quarter  2003  diluted  earnings  per share  from  continuing
operations of 74 cents,  a 7.2% increase over the 69 cents reported for the same
period last year.

     Income from continuing  operations in the second quarter  increased 4.9% to
$142.0  million over the comparable  quarter last year.  Including the impact of
S&P ComStock,  which was divested in February  2003,  net income  increased $5.6
million, or 4.1%.

     Operating  revenue  for the  second  quarter  grew by 1.3% to $1.2  billion
compared to the second quarter of 2002.

     "Solid global gains in Financial Services,  growth in worldwide college and
university  sales,  stringent cost  containment and favorable  foreign  exchange
rates all  contributed to improved  second quarter  results," said Harold McGraw
III,  chairman,  president  and  chief  executive  officer  of  The  McGraw-Hill
Companies.  "Despite a slow recovery in advertising and some pockets of softness
in education, we improved our operating margin to 18.9% for the second quarter.

     "Earnings  per share from  operations  exceeded  the First  Call  consensus
forecast of 73 cents for the second quarter by one cent.

     "For the first half of 2003,  diluted  earnings  per share from  continuing
operations  were 94 cents,  an 11.9% increase over the 84 cents reported for the
same period last year.  Including  the after tax results of $57.2 million on the
disposition of S&P ComStock,  diluted earnings per share for the first half were
$1.24.

     "Income from  continuing  operations  increased 9.9% to $180.2 million over
the first half of 2002. Including the after-tax gain on S&P ComStock, net income
for the period  increased $71.8 million over the comparable  period last year to
$237.4 million.

     "Operating  revenue  for the first half of 2003  increased  1.6%,  or $31.2
million, to $2.0 billion compared to the same period last year.

     Education:  "Revenue for this segment in the second quarter  decreased 2.6%
to $561.7 million and operating profits declined 15.0% to $54.4 million compared
to the same period  last year.  McGraw-Hill  School  Education  Group's  revenue
declined  3.1% in the  second  quarter  to $386.2  million.  McGraw-Hill  Higher
Education, Professional and International Group's revenue for the period slipped
1.7% to $175.5 million.

     "A  market-leading  38% share of the Texas  middle and high  school  social
studies  adoption,  a record open territory math adoption of  approximately  $20
million for elementary and middle school programs in New York City and growth in
testing were among the bright spots for the School Education Group in the second
quarter. But a stronger market last year for reading, math and language arts and
the   discontinuation   of  coloring  and  activity  book  products  lines  made
year-over-year  comparisons  more difficult for the School  Education Group. The
situation was  exacerbated by a lackluster  performance in the Texas  elementary
school  social  studies  adoption  and  lagging   supplementary   sales  in  the
educational dealer, home and school markets.

     "The  developing  early  childhood  market  continues to show  promise.  We
captured 35% of the Texas pre-kindergarten  adoption with Developmental Learning
Materials.  Other early learning programs,  including  Breakthrough to Literacy,
Doors to Discovery and Growing With Math, are steadily  building sales,  many of
which are funded by federal  grants from the No Child Left Behind Act. We expect
to see more No Child  Left  Behind  funding in the  second  half for  materials,
assessment and professional training.

     "To  strengthen  operations  and  improve  efficiency  in the  supplemental
market, we formed in June the McGraw-Hill Learning Group. It combines operations
of SRA/McGraw-Hill,  Wright  Group/McGraw-Hill and  McGraw-Hill/Contemporary  to
offer learning programs in the alternative basal and supplemental markets.

     "In the Higher Education, Professional and International Group, college and
university  sales  continued  to grow in  domestic  and  international  markets.
Increasing  enrollments  and the  sophisticated  application  of  technology  to
enhance features in new editions contributed to the improvement in global sales.
Best-sellers  include Brealey,  Principles of Corporate Finance,  7/e; Garrison,
Managerial Accounting,  10/e; Slater,  Practical Business Math Procedures,  7/e;
Silberberg,  Chemistry:  the Molecular Nature of Matter and Change,  3/e; Mader,
Biology, 8/e, and Libby, Financial Accounting, 4/e.

     "But the gains in Higher Education were offset by the continuing  worldwide
slump  in  computer  and  technology  books  and  a  softer  retail  market  for
professional  titles.  Furthermore,  year-over-year  comparisons  were made more
difficult by the  successful  introduction  last year in the second quarter of a
new  edition  of our  classic,  The  McGraw-Hill  Encyclopedia  of  Science  and
Technology.
<page>
     Financial  Services:  "Revenue  for  this  segment  in the  second  quarter
increased  9.7% to $439.4  million and  operating  profits  improved by 12.3% to
$171.6 million compared to the same period last year.  Included in the operating
results for 2002 is the performance of MMS International,  which was divested in
September 2002. On a comparative basis, the absence of MMS International reduced
operating  revenue by 2.5% and had a negligible  impact on operating  profits in
the  second  quarter.  Financial  Services'  revenue  also  benefited  from  the
weakening dollar.

     "Strong performances in domestic and international ratings markets combined
to produce another outstanding quarter for Standard & Poor's. Structured finance
showed  strong  growth  worldwide,  benefiting  from low interest  rates and the
ongoing  surge in  securitization.  High yield  issuance  picked up as investors
turned to speculative grade issues in the search for higher returns.  There also
was increased  activity in investment grade issues late in the second quarter as
corporations  financed  expansion and capital  expenditures.  The public finance
market continued to grow, buoyed by refinancing  activities and increased use of
debt by states.

     "New issue  dollar  volume  grew in the United  States  and  European  bond
markets in the second  quarter  compared to the same quarter  last year.  In the
U.S., new issue dollar volume  increased 23.3% in the second quarter.  Corporate
issuance was up by 23.8%.  Public Finance grew by 17.8%.  Asset-backed  issuance
declined by 3.7% while  mortgage-backed  issuance  soared  53.1%,  according  to
figures from Securities Data Corporation and Harrison Scott Publications.

      "In Europe, new issue dollar volume grew by 50.7%, according to Bondware.

     "Non-traditional   ratings,   including   Bank  Loan   Ratings  and  global
infrastructure   ratings,   again  showed  substantial   growth,   outperforming
traditional ratings products in the second quarter.

     "Standard & Poor's index services  produced another solid quarter as assets
under  management  based on S&P indexes rose to $71.9  billion at the end of the
second  quarter,  up from $52.4  billion for the  comparable  quarter last year.
Trading  of  derivative  contracts  linked to  Standard  & Poor's  indexes  also
increased in the second quarter as did the sale of information from GICS Direct,
which is based on the Global  Industry  Classification  Standard that classifies
25,000 publicly  traded  companies  worldwide by sector and industry.  There was
continuing softness in sales of information products to retail brokers.

     "Valuation  services  increased  as sales of  litigation  support  services
continued to offset a soft mergers and acquisition market.

     Information  and Media  Services:  "Revenue  for this segment in the second
quarter  declined 4.2% to $189.4 million and operating  profit decreased 8.0% to
$24.4 million compared to the same period last year.

     "Stringent  cost  controls  helped  offset  softness  in  advertising.   At
Broadcasting,    revenue   was   off   1.2%   to   $27.0   million.    For   the
Business-to-Business Group, which includes BusinessWeek,  construction,  energy,
aviation and healthcare  products and services,  revenue  dropped 4.7% to $162.4
million.

     "At  BusinessWeek,  advertising  pages for the North American  edition were
down 15.3% in the second quarter according to the Publishers Information Bureau.

     "The Business-to-Business Group benefited from conferences and shows in the
second quarter.  The Global Power  Conference and the Paris Air Show, which also
boosted ad pages in the  aviation  sector,  were not held in the second  quarter
last year. Cost containment actions led to improved margins in construction, but
a soft market for construction  contractors and a decline in advertising  offset
an  increase  in  sales  to  building  product  manufacturers.   Platts'  energy
information  services produced an increase in the second quarter.  With two more
issues than in 2002,  advertising  pages increased in the power sector. Ad pages
declined in the healthcare sector.

     The outlook: "Despite some uncertainty about the pace of economic recovery,
we are still on track to make 2003 another  year of growth with  guidance of a 7
to 9% increase in earnings per share,  which  includes a 5-cents  non-cash,  non
operating change in pension accounting assumptions."

     Conference Call Schedule:  The Corporation's  senior management will review
the second quarter 2003 earnings results on a conference call scheduled for this
morning, July 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 2Q 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
August 5, 2003.
<page>
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.

                                      * * *



Media Relations Contacts:                    Investor Relations Contact:
Steven H. Weiss                              Donald S. Rubin
Vice President, Corporate Communications     Senior Vice President, Investor
The McGraw-Hill Companies                    Relations
(212) 512-2247 (office)                      The McGraw-Hill Companies
(917) 374-2024 (mobile)                      (212) 512-4321 (office)
(212) 580-2565 (home)                        (212) 512-3840 (fax)
weissh@mcgraw-hill.com                       donald_rubin@mcgraw-hill.com

Tom DiPiazza
Director, Corporate Communications
The McGraw-Hill Companies
(212) 512-4145 (office)
(917) 328-7582 (mobile)
(201) 802-9053 (home)
tom_dipiazza@mcgraw-hill.com
<page>

                           The McGraw-Hill Companies
                              Statements of Income
                      Periods ended June 30, 2003 and 2002

                      (in thousands, except per share data)


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

Operating revenue                          $1,190,478    $1,175,272      1.3%

Expenses, net                                 962,353       951,500      1.1%
                                           ----------    ----------
Income from operations                        228,125       223,772      1.9%

Interest expense                                2,673         7,151    -62.6%
                                           ----------    ----------
Income from continuing operations before
  taxes on income                             225,452       216,621      4.1%

Provision for taxes on income                  83,417        81,233      2.7%
                                           ----------    ----------
Income from continuing operations          $  142,035    $  135,388      4.9%
                                           ----------    ----------
Discontinued operations:

Earnings from operations of discontinued
  component                                $   -         $    1,731       N/M
Income tax expense                         $   -         $      649       N/M
                                           ----------    ----------
Earnings from discontinued operations      $   -         $    1,082       N/M

Net income                                 $  142,035    $  136,470      4.1%
                                           ==========    ==========
Earnings per common share:

Basic earnings per share:
Income from continuing operations          $     0.75    $     0.70      7.1%
                                           ==========    ==========
Net income                                 $     0.75    $     0.71      5.6%
                                           ==========    ==========
Diluted earnings per share:
Income from continuing operations          $     0.74    $     0.69      7.2%
                                           ==========    ==========
Net income                                 $     0.74    $     0.70      5.7%
                                           ==========    ==========
Dividend per common share:                 $    0.270    $    0.255      5.9%
                                           ----------    ----------
Average number of common shares outstanding:
   Basic                                      189,830       193,267
   Diluted                                    191,274       195,050

N/M - not meaningful
</table>
<page>

                           The McGraw-Hill Companies
                              Statements of Income
                      Periods ended June 30, 2003 and 2002

                     (in thousands, except per share data)


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

Operating revenue                          $2,037,021    $2,005,815      1.6%

Expenses, net                               1,745,569     1,729,840      0.9%
                                           ----------    ----------
Income from operations                        291,452       275,975      5.6%

Interest expense                                5,352        13,573    -60.6%
                                           ----------    ----------
Income from continuing operations before
  taxes on income                             286,100       262,402      9.0%

Provision for taxes on income                 105,856        98,401      7.6%
                                           ----------    ----------
Income from continuing operations          $  180,244    $  164,001      9.9%
                                           ----------    ----------
Discontinued operations:

Earnings from operations of discontinued
  component                                $   87,490    $    2,673       N/M
Income tax expense                         $   30,304    $    1,002       N/M
                                           ----------    ----------
Earnings from discontinued operations      $   57,186    $    1,671       N/M

Net income                                 $  237,430    $  165,672     43.3%
                                           ==========    ==========
Earnings per common share:

Basic earnings per share:
Income from continuing operations          $     0.95    $     0.85     11.8%
                                           ==========    ==========
Net income                                 $     1.25    $     0.86     45.3%
                                           ==========    ==========
Diluted earnings per share:
Income from continuing operations          $     0.94    $     0.84     11.9%
                                           ==========    ==========
Net income                                 $     1.24    $     0.85     45.9%
                                           ==========    ==========
Dividend per common share:                 $    0.540    $    0.510      5.9%
                                           ----------    ----------
Average number of common shares outstanding:
   Basic                                      190,458       193,026
   Diluted                                    191,705       194,956

N/M - not meaningful

</table>
<page>


                            The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended June 30, 2003 and 2002


(unaudited)
<table>
                                                         (dollars in thousands)

                                                        Revenue
                                           ------------------------------------
<caption>
                                                                     %Favorable
                                              2003        2002    (Unfavorable)
                                            -------     ---------- ------------

Three Months
------------
<S>                                             <C>            <C>        <C>

McGraw-Hill Education                      $  561,695    $  576,963      (2.6)

Financial Services                            439,365       400,586       9.7

Information and Media Services                189,418       197,723      (4.2)
                                           ----------    ----------    ------
Total Operating Segments                    1,190,478     1,175,272       1.3

General Corporate Expense                           -             -         -

Interest Expense                                    -             -         -
                                           ----------    ----------    ------
Total Company                              $1,190,478    $1,175,272       1.3
                                           ==========    ==========    ======
</table>


                            The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended June 30, 2003 and 2002


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

McGraw-Hill Education                      $   54,420    $   64,042     (15.0)

Financial Services                            171,557       152,714      12.3

Information and Media Services                 24,443        26,556      (8.0)
                                           ----------    ----------    ------
Total Operating Segments                      250,420       243,312       2.9

General Corporate Expense                    (22,295)      (19,540)     (14.1)

Interest Expense                              (2,673)       (7,151)      62.6
                                           ----------    ----------    ------
Total Company                              $  225,452*   $  216,621*      4.1
                                           ==========    ==========    ======

*Income from continuing operations before
   taxes on income
</table>
<page>

                            The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended June 30, 2003 and 2002


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

McGraw-Hill Education                      $  838,854    $  858,584      (2.3)

Financial Services                            834,260       765,355       9.0

Information and Media Services                363,907       381,876      (4.7)
                                           ----------    ----------    ------
Total Operating Segments                    2,037,021     2,005,815       1.6

General Corporate Expense                           -             -         -

Interest Expense                                    -             -         -
                                           ----------    ----------    ------
Total Company                              $2,037,021    $2,005,815       1.6
                                           ==========    ==========    ======
</table>
                           The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended June 30, 2003 and 2002


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

McGraw-Hill Education                      $ (18,385)    $   (7,768)   (136.7)

Financial Services                            316,548       285,026      11.1

Information and Media Services                 36,919        38,518      (4.2)
                                           ----------    ----------    ------
Total Operating Segments                      335,082       315,776       6.1

General Corporate Expense                     (43,630)      (39,801)     (9.6)

Interest Expense                               (5,352)      (13,573)     60.6
                                           ----------    ----------    ------
Total Company                              $  286,100*   $  262,402*      9.0
                                           ==========    ==========    ======
*Income from continuing operations before
   taxes on income

</table>
[{"type": "8-K", "sequence": "1", "filename": "secondquarter8k.txt", "secsgml_size_bytes": 28516}]
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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: July 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 July 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 June 30, 2003.
Item 7.  Exhibits
         --------

     (99) Earnings Release of the Registrant,  dated July 29, 2003, containing a
discussion of Registrant's results of operations and financial condition for the
quarter ending June 30, 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:  July 29, 2003
INDEX TO EXHIBITS

Exhibit 99

     (99) Earnings Release of the Registrant,  dated July 29, 2003, containing a
discussion of Registrant's results of operations and financial condition for the
quarter ending June 30, 2003.
THE McGRAW-HILL COMPANIES REPORTS
                 7.2% INCREASE IN EPS FROM CONTINUING OPERATIONS
                         FOR THE SECOND QUARTER OF 2003
                  Results Exceed First Call Consensus Forecast

     New York, NY, July 29, 2003-The  McGraw-Hill  Companies  (NYSE:  MHP) today
announced  second  quarter  2003  diluted  earnings  per share  from  continuing
operations of 74 cents,  a 7.2% increase over the 69 cents reported for the same
period last year.

     Income from continuing  operations in the second quarter  increased 4.9% to
$142.0  million over the comparable  quarter last year.  Including the impact of
S&P ComStock,  which was divested in February  2003,  net income  increased $5.6
million, or 4.1%.

     Operating  revenue  for the  second  quarter  grew by 1.3% to $1.2  billion
compared to the second quarter of 2002.

     "Solid global gains in Financial Services,  growth in worldwide college and
university  sales,  stringent cost  containment and favorable  foreign  exchange
rates all  contributed to improved  second quarter  results," said Harold McGraw
III,  chairman,  president  and  chief  executive  officer  of  The  McGraw-Hill
Companies.  "Despite a slow recovery in advertising and some pockets of softness
in education, we improved our operating margin to 18.9% for the second quarter.

     "Earnings  per share from  operations  exceeded  the First  Call  consensus
forecast of 73 cents for the second quarter by one cent.

     "For the first half of 2003,  diluted  earnings  per share from  continuing
operations  were 94 cents,  an 11.9% increase over the 84 cents reported for the
same period last year.  Including  the after tax results of $57.2 million on the
disposition of S&P ComStock,  diluted earnings per share for the first half were
$1.24.

     "Income from  continuing  operations  increased 9.9% to $180.2 million over
the first half of 2002. Including the after-tax gain on S&P ComStock, net income
for the period  increased $71.8 million over the comparable  period last year to
$237.4 million.

     "Operating  revenue  for the first half of 2003  increased  1.6%,  or $31.2
million, to $2.0 billion compared to the same period last year.

     Education:  "Revenue for this segment in the second quarter  decreased 2.6%
to $561.7 million and operating profits declined 15.0% to $54.4 million compared
to the same period  last year.  McGraw-Hill  School  Education  Group's  revenue
declined  3.1% in the  second  quarter  to $386.2  million.  McGraw-Hill  Higher
Education, Professional and International Group's revenue for the period slipped
1.7% to $175.5 million.

     "A  market-leading  38% share of the Texas  middle and high  school  social
studies  adoption,  a record open territory math adoption of  approximately  $20
million for elementary and middle school programs in New York City and growth in
testing were among the bright spots for the School Education Group in the second
quarter. But a stronger market last year for reading, math and language arts and
the   discontinuation   of  coloring  and  activity  book  products  lines  made
year-over-year  comparisons  more difficult for the School  Education Group. The
situation was  exacerbated by a lackluster  performance in the Texas  elementary
school  social  studies  adoption  and  lagging   supplementary   sales  in  the
educational dealer, home and school markets.

     "The  developing  early  childhood  market  continues to show  promise.  We
captured 35% of the Texas pre-kindergarten  adoption with Developmental Learning
Materials.  Other early learning programs,  including  Breakthrough to Literacy,
Doors to Discovery and Growing With Math, are steadily  building sales,  many of
which are funded by federal  grants from the No Child Left Behind Act. We expect
to see more No Child  Left  Behind  funding in the  second  half for  materials,
assessment and professional training.

     "To  strengthen  operations  and  improve  efficiency  in the  supplemental
market, we formed in June the McGraw-Hill Learning Group. It combines operations
of SRA/McGraw-Hill,  Wright  Group/McGraw-Hill and  McGraw-Hill/Contemporary  to
offer learning programs in the alternative basal and supplemental markets.

     "In the Higher Education, Professional and International Group, college and
university  sales  continued  to grow in  domestic  and  international  markets.
Increasing  enrollments  and the  sophisticated  application  of  technology  to
enhance features in new editions contributed to the improvement in global sales.
Best-sellers  include Brealey,  Principles of Corporate Finance,  7/e; Garrison,
Managerial Accounting,  10/e; Slater,  Practical Business Math Procedures,  7/e;
Silberberg,  Chemistry:  the Molecular Nature of Matter and Change,  3/e; Mader,
Biology, 8/e, and Libby, Financial Accounting, 4/e.

     "But the gains in Higher Education were offset by the continuing  worldwide
slump  in  computer  and  technology  books  and  a  softer  retail  market  for
professional  titles.  Furthermore,  year-over-year  comparisons  were made more
difficult by the  successful  introduction  last year in the second quarter of a
new  edition  of our  classic,  The  McGraw-Hill  Encyclopedia  of  Science  and
Technology.
Financial  Services:  "Revenue  for  this  segment  in the  second  quarter
increased  9.7% to $439.4  million and  operating  profits  improved by 12.3% to
$171.6 million compared to the same period last year.  Included in the operating
results for 2002 is the performance of MMS International,  which was divested in
September 2002. On a comparative basis, the absence of MMS International reduced
operating  revenue by 2.5% and had a negligible  impact on operating  profits in
the  second  quarter.  Financial  Services'  revenue  also  benefited  from  the
weakening dollar.

     "Strong performances in domestic and international ratings markets combined
to produce another outstanding quarter for Standard & Poor's. Structured finance
showed  strong  growth  worldwide,  benefiting  from low interest  rates and the
ongoing  surge in  securitization.  High yield  issuance  picked up as investors
turned to speculative grade issues in the search for higher returns.  There also
was increased  activity in investment grade issues late in the second quarter as
corporations  financed  expansion and capital  expenditures.  The public finance
market continued to grow, buoyed by refinancing  activities and increased use of
debt by states.

     "New issue  dollar  volume  grew in the United  States  and  European  bond
markets in the second  quarter  compared to the same quarter  last year.  In the
U.S., new issue dollar volume  increased 23.3% in the second quarter.  Corporate
issuance was up by 23.8%.  Public Finance grew by 17.8%.  Asset-backed  issuance
declined by 3.7% while  mortgage-backed  issuance  soared  53.1%,  according  to
figures from Securities Data Corporation and Harrison Scott Publications.

      "In Europe, new issue dollar volume grew by 50.7%, according to Bondware.

     "Non-traditional   ratings,   including   Bank  Loan   Ratings  and  global
infrastructure   ratings,   again  showed  substantial   growth,   outperforming
traditional ratings products in the second quarter.

     "Standard & Poor's index services  produced another solid quarter as assets
under  management  based on S&P indexes rose to $71.9  billion at the end of the
second  quarter,  up from $52.4  billion for the  comparable  quarter last year.
Trading  of  derivative  contracts  linked to  Standard  & Poor's  indexes  also
increased in the second quarter as did the sale of information from GICS Direct,
which is based on the Global  Industry  Classification  Standard that classifies
25,000 publicly  traded  companies  worldwide by sector and industry.  There was
continuing softness in sales of information products to retail brokers.

     "Valuation  services  increased  as sales of  litigation  support  services
continued to offset a soft mergers and acquisition market.

     Information  and Media  Services:  "Revenue  for this segment in the second
quarter  declined 4.2% to $189.4 million and operating  profit decreased 8.0% to
$24.4 million compared to the same period last year.

     "Stringent  cost  controls  helped  offset  softness  in  advertising.   At
Broadcasting,    revenue   was   off   1.2%   to   $27.0   million.    For   the
Business-to-Business Group, which includes BusinessWeek,  construction,  energy,
aviation and healthcare  products and services,  revenue  dropped 4.7% to $162.4
million.

     "At  BusinessWeek,  advertising  pages for the North American  edition were
down 15.3% in the second quarter according to the Publishers Information Bureau.

     "The Business-to-Business Group benefited from conferences and shows in the
second quarter.  The Global Power  Conference and the Paris Air Show, which also
boosted ad pages in the  aviation  sector,  were not held in the second  quarter
last year. Cost containment actions led to improved margins in construction, but
a soft market for construction  contractors and a decline in advertising  offset
an  increase  in  sales  to  building  product  manufacturers.   Platts'  energy
information  services produced an increase in the second quarter.  With two more
issues than in 2002,  advertising  pages increased in the power sector. Ad pages
declined in the healthcare sector.

     The outlook: "Despite some uncertainty about the pace of economic recovery,
we are still on track to make 2003 another  year of growth with  guidance of a 7
to 9% increase in earnings per share,  which  includes a 5-cents  non-cash,  non
operating change in pension accounting assumptions."

     Conference Call Schedule:  The Corporation's  senior management will review
the second quarter 2003 earnings results on a conference call scheduled for this
morning, July 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 2Q 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
August 5, 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.

                                      * * *

Media Relations Contacts:                    Investor Relations Contact:
Steven H. Weiss                              Donald S. Rubin
Vice President, Corporate Communications     Senior Vice President, Investor
The McGraw-Hill Companies                    Relations
(212) 512-2247 (office)                      The McGraw-Hill Companies
(917) 374-2024 (mobile)                      (212) 512-4321 (office)
(212) 580-2565 (home)                        (212) 512-3840 (fax)
weissh@mcgraw-hill.com                       donald_rubin@mcgraw-hill.com

Tom DiPiazza
Director, Corporate Communications
The McGraw-Hill Companies
(212) 512-4145 (office)
(917) 328-7582 (mobile)
(201) 802-9053 (home)
tom_dipiazza@mcgraw-hill.com
The McGraw-Hill Companies
                              Statements of Income
                      Periods ended June 30, 2003 and 2002

                      (in thousands, except per share data)

(unaudited)                                           Three Months
                                           ------------------------------------
2003         2002      % Change
                                           ----------     --------    ---------
Operating revenue                          $1,190,478    $1,175,272      1.3%

Expenses, net                                 962,353       951,500      1.1%
                                           ----------    ----------
Income from operations                        228,125       223,772      1.9%

Interest expense                                2,673         7,151    -62.6%
                                           ----------    ----------
Income from continuing operations before
  taxes on income                             225,452       216,621      4.1%

Provision for taxes on income                  83,417        81,233      2.7%
                                           ----------    ----------
Income from continuing operations          $  142,035    $  135,388      4.9%
                                           ----------    ----------
Discontinued operations:

Earnings from operations of discontinued
  component                                $   -         $    1,731       N/M
Income tax expense                         $   -         $      649       N/M
                                           ----------    ----------
Earnings from discontinued operations      $   -         $    1,082       N/M

Net income                                 $  142,035    $  136,470      4.1%
                                           ==========    ==========
Earnings per common share:

Basic earnings per share:
Income from continuing operations          $     0.75    $     0.70      7.1%
                                           ==========    ==========
Net income                                 $     0.75    $     0.71      5.6%
                                           ==========    ==========
Diluted earnings per share:
Income from continuing operations          $     0.74    $     0.69      7.2%
                                           ==========    ==========
Net income                                 $     0.74    $     0.70      5.7%
                                           ==========    ==========
Dividend per common share:                 $    0.270    $    0.255      5.9%
                                           ----------    ----------
Average number of common shares outstanding:
   Basic                                      189,830       193,267
   Diluted                                    191,274       195,050

N/M - not meaningful
The McGraw-Hill Companies
                              Statements of Income
                      Periods ended June 30, 2003 and 2002

                     (in thousands, except per share data)

(unaudited)                                              Six Months
                                           ------------------------------------
2003         2002      % Change
                                           ----------     --------    ---------
Operating revenue                          $2,037,021    $2,005,815      1.6%

Expenses, net                               1,745,569     1,729,840      0.9%
                                           ----------    ----------
Income from operations                        291,452       275,975      5.6%

Interest expense                                5,352        13,573    -60.6%
                                           ----------    ----------
Income from continuing operations before
  taxes on income                             286,100       262,402      9.0%

Provision for taxes on income                 105,856        98,401      7.6%
                                           ----------    ----------
Income from continuing operations          $  180,244    $  164,001      9.9%
                                           ----------    ----------
Discontinued operations:

Earnings from operations of discontinued
  component                                $   87,490    $    2,673       N/M
Income tax expense                         $   30,304    $    1,002       N/M
                                           ----------    ----------
Earnings from discontinued operations      $   57,186    $    1,671       N/M

Net income                                 $  237,430    $  165,672     43.3%
                                           ==========    ==========
Earnings per common share:

Basic earnings per share:
Income from continuing operations          $     0.95    $     0.85     11.8%
                                           ==========    ==========
Net income                                 $     1.25    $     0.86     45.3%
                                           ==========    ==========
Diluted earnings per share:
Income from continuing operations          $     0.94    $     0.84     11.9%
                                           ==========    ==========
Net income                                 $     1.24    $     0.85     45.9%
                                           ==========    ==========
Dividend per common share:                 $    0.540    $    0.510      5.9%
                                           ----------    ----------
Average number of common shares outstanding:
   Basic                                      190,458       193,026
   Diluted                                    191,705       194,956

N/M - not meaningful
The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended June 30, 2003 and 2002

(unaudited)

                                                         (dollars in thousands)

                                                        Revenue
                                           ------------------------------------
%Favorable
                                              2003        2002    (Unfavorable)
                                            -------     ---------- ------------

Three Months
------------
McGraw-Hill Education                      $  561,695    $  576,963      (2.6)

Financial Services                            439,365       400,586       9.7

Information and Media Services                189,418       197,723      (4.2)
                                           ----------    ----------    ------
Total Operating Segments                    1,190,478     1,175,272       1.3

General Corporate Expense                           -             -         -

Interest Expense                                    -             -         -
                                           ----------    ----------    ------
Total Company                              $1,190,478    $1,175,272       1.3
                                           ==========    ==========    ======
The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended June 30, 2003 and 2002

(unaudited)                                               (dollars in thousands)

                                                       Operating Profit
                                           ------------------------------------
                                                                    %Favorable
                                             2003          2002   (Unfavorable)
                                           -------     ---------- ------------
Three Months
------------
McGraw-Hill Education                      $   54,420    $   64,042     (15.0)

Financial Services                            171,557       152,714      12.3

Information and Media Services                 24,443        26,556      (8.0)
                                           ----------    ----------    ------
Total Operating Segments                      250,420       243,312       2.9

General Corporate Expense                    (22,295)      (19,540)     (14.1)

Interest Expense                              (2,673)       (7,151)      62.6
                                           ----------    ----------    ------
Total Company                              $  225,452*   $  216,621*      4.1
                                           ==========    ==========    ======

*Income from continuing operations before
   taxes on income
The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended June 30, 2003 and 2002

(unaudited)                                               (dollars in thousands)

                                                          Revenue
                                           ------------------------------------
                                                                    %Favorable
                                             2003          2002   (Unfavorable)
                                           -------      ---------- ------------
Six Months
------------
McGraw-Hill Education                      $  838,854    $  858,584      (2.3)

Financial Services                            834,260       765,355       9.0

Information and Media Services                363,907       381,876      (4.7)
                                           ----------    ----------    ------
Total Operating Segments                    2,037,021     2,005,815       1.6

General Corporate Expense                           -             -         -

Interest Expense                                    -             -         -
                                           ----------    ----------    ------
Total Company                              $2,037,021    $2,005,815       1.6
                                           ==========    ==========    ======
The McGraw-Hill Companies
                          Operating Results by Segment
                      Periods ended June 30, 2003 and 2002

(unaudited)                                               (dollars in thousands)

                                                       Operating Profit
                                           ------------------------------------
                                                                    %Favorable
                                             2003          2002   (Unfavorable)
                                           -------      ---------- ------------
Six Months
------------
McGraw-Hill Education                      $ (18,385)    $   (7,768)   (136.7)

Financial Services                            316,548       285,026      11.1

Information and Media Services                 36,919        38,518      (4.2)
                                           ----------    ----------    ------
Total Operating Segments                      335,082       315,776       6.1

General Corporate Expense                     (43,630)      (39,801)     (9.6)

Interest Expense                               (5,352)      (13,573)     60.6
                                           ----------    ----------    ------
Total Company                              $  286,100*   $  262,402*      9.0
                                           ==========    ==========    ======
*Income from continuing operations before
   taxes on income