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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

(Mark One)

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                    to              

Commission file number 1-1023

THE MCGRAW-HILL COMPANIES, INC.

Registrant’s telephone number, including area code (212) 512-2000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to section 12(g) of the Act:

NONE

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes oNo

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12-b-2 of the act). xYes oNo

     The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the second fiscal quarter ended June 30, 2003, was $11,853,004,000, based on the closing price of the common stock as reported on the New York Stock Exchange of $62.00 per common share. For purposes of this calculation, it is assumed that directors, executive officers and beneficial owners of more than 10% of the registrant outstanding stock are affiliates.

     The number of shares of common stock of the registrant outstanding as of February 12, 2004 was 191,394,741 shares.

     Part I, Part II and Part III incorporate information by reference from the Annual Report to Shareholders for the year ended December 31, 2003. Part III incorporates information by reference from the definitive proxy statement mailed to shareholders March 22, 2004 for the annual meeting of shareholders to be held on April 28, 2004.

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PART I

Item 1.		Business
		The Registrant, incorporated in December 1925, is a leading global information services provider serving the financial services, education and business information markets with information products and services. Other markets include energy, construction, aerospace and defense, and medical and health. It serves its customers through a broad range of distribution channels, including printed books, magazines and newsletters, online via Internet websites and digital platforms, through wireless and traditional on-air broadcasting, and through a variety of conferences and trade shows.
		The Registrant’s 16,068 employees are located worldwide. They perform the vital functions of analyzing the nature of changing demands for information and of channeling the resources necessary to fill those demands. By virtue of the numerous copyrights and licensing, trade, and other agreements, which are essential to such a business, the Registrant is able to collect, compile, and disseminate this information. Most book manufacturing and magazine printing is handled through a number of independent contractors. The Registrant’s principal raw material is paper, and the Registrant has assured sources of supply, at competitive prices, adequate for its business needs.
		Descriptions of the Company’s principal products, broad services and markets, and significant achievements are hereby incorporated by reference from Exhibit (13), pages 3 through 24, containing textual material of the Registrant’s 2003 Annual Report to Shareholders.
		The Registrant has an investor kit available online and in print that includes the current Annual Report, Proxy Statement, 10-Q, 10-K, current earnings release and Dividend Reinvestment and Direct Stock Purchase Program as well as prior years. For online access go to www.mcgraw-hill.com/investor_relations and click on Digital Investor Kit. Requests for printed copies can be e-mailed to investor_relations@mcgraw-hill.com or mailed to Investor Relations, The McGraw-Hill Companies, Inc., 1221 Avenue of the Americas, New York, NY 10020-1095. You can call Investor Relations toll free at 866-436-8502.
		The Registrant has adopted a Code of Ethics for the Company’s Chief Executive Officer and Senior Financial Officers that applies to its chief executive officer, chief financial officer, and chief accounting officer. To access, go to the Corporate Governance section of the Company’s Investor Relations website at www.mcgraw-hill.com/investor_relations. Any waivers that may in the future be granted from such Code will be posted at such website address. In addition to its Code of Ethics for Executive Officer and Senior Financial Officers noted above, the following topics may be found on the Registrant’s website [at the above website address]:

	•		Code of Business Ethics for all employees;
	•		Corporate Governance Guidelines;
	•		Audit Committee Charter;
	•		Compensation Committee Charter;
	•		Nominating and Corporate Governance Committee Charter.

The foregoing documents are also available in print to any shareholder who requests them. Requests for printed copies may be e-mailed to corporate_secretary@mcgraw-hill.com or mailed to the Corporate Secretary, The McGraw-Hill Companies, Inc., 1221 Avenue of the Americas, New York, NY 10020-1095.

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			You may also read and copy materials that the Company has filed with the Securities and Exchange Commission (SEC) at the SEC’s public reference room located at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. In addition, the Company’s filings with the Commission are available to the public on the Commission’s web site at www.sec.gov. In addition, several years of SEC filings are also available at the Company’s Investor Relation website. Go to www.mcgraw-hill.com/investor_relations and click on the SEC Filings link.
			Information as to Operating Segments
			The relative contribution of the operating segments of the Registrant and its subsidiaries to operating revenue, operating profit, long-lived assets and geographic information for the three years ended December 31, 2003 at the end of each year, are included in Exhibit (13), on pages 66 and 67 in the Registrant’s 2003 Annual Report to Shareholders and is hereby incorporated by reference.

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	Item 2.		Properties
			The Registrant leases office facilities at 331 locations: 233 are in the United States. In addition, the Registrant owns real property at 14 locations: 10 are in the United States. The principal facilities of the Registrant are as follows:

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		In July 2002, a new lease for 1221 Avenue of the Americas commenced. The Registrant no longer has any non-McGraw-Hill subtenants at this location.
		In June 2002, a new lease commenced for 7500 Chavenelle Drive, Dubuque, IA for 330,988 square feet. Most of Registrant’s staff at the owned location in Dubuque relocated to this new location. The majority of the former location (2460 Kerper Blvd) is subleased to Quebecor World at a current square footage of 281,668.
		Effective March 2003, CB Richard Ellis took over the management of 42 U.S. facilities. CB Richard Ellis partnered with IKON (mail, reprographics) and EMCOR (facilities maintenance) to fulfill the agreement.
		In February 2001, a new lease was commenced for 20 Canada Square, Canary Wharf, London for 266,000 square feet. The facility, which will be occupied in 2004, will house employees of the Company’s financial services and business information operations, including Standard and Poor’s, which will consolidate its London operations previously housed in six separate facilities, as well as BusinessWeek and Platts.

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Item 3.		Legal Proceedings
		While the Registrant and its subsidiaries are defendants in numerous legal proceedings in the United States and abroad, neither the Registrant nor its subsidiaries are a party to, or any of their properties subject to, any known material pending legal proceedings which the Registrant believes will result in a material adverse effect on its financial statements or business operations.

Item 4.		Submission of Matters to a Vote of Security Holders
		No matters were submitted to a vote of Registrant’s security holders during the last quarter of the period covered by this Report.

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Executive Officers of Registrant

		All of the above executive officers of the Registrant have been full-time employees of the Registrant for more than five years except for Deven Sharma and David Murphy.
		Mr. Sharma, prior to becoming an officer of the Registrant on January 15, 2002 was a partner at Booz Allen & Hamilton. During his fourteen years with that firm, he led its U.S. Marketing Board and Customer Manager Initiatives.
		Mr. Murphy, prior to becoming an officer of the Registrant on July 22, 2002, spent most of his professional career with the Ford Motor Company where, most recently, he was Vice President, Human Resources.

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PART II

Item 5.		Market for the Registrant’s Common Stock and Related Stockholder Matters
		On February 12, 2004, the closing price of McGraw-Hill’s common stock was $76.63 per share as reported on the New York Stock Exchange. The approximate number of record holders of the Company’s common stock as of February 12, 2004 was 5,089.

Information concerning other matters is incorporated herein by reference from Exhibit (13), from page 81 of the 2003 Annual Report to Shareholders.

Item 6.		Selected Financial Data
		Incorporated herein by reference from Exhibit (13), from the 2003 Annual Report to Shareholders, page 82 and page 84.

Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
		Incorporated herein by reference from Exhibit (13), from the 2003 Annual Report to Shareholders, pages 27 to 54.

Item 7a.		Quantitative and Qualitative Disclosure about Market Risk
		Incorporated herein by reference from Exhibit (13), from the 2003 Annual Report to Shareholders, pages 53 to 54.

Item 8.		Consolidated Financial Statements and Supplementary Data
		Incorporated herein by reference from Exhibit (13), from the 2003 Annual Report to Shareholders, pages 55 to 78 and page 81.

Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
		None

Item 9a.		Controls and Procedures
		The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

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As of December 31, 2003, an evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2003. There have been no changes in the Company’s internal controls over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART III

Item 10.		Directors and Executive Officers of the Registrant
		Information concerning directors is incorporated herein by reference from the Registrant’s definitive proxy statement dated March 22, 2004 for the annual meeting of shareholders to be held on April 28, 2004.

Item 11.		Executive Compensation
		Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 22, 2004 for the annual meeting of shareholders to be held on April 28, 2004.

Item 12.		Security Ownership of Certain Beneficial Owners and Management
		Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 22, 2004 for the annual meeting of shareholders to be held April 28, 2004.

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The following table details the Registrant’s equity compensation plans approved by its security holders:

2004
Equity Compensation Plan Information

(1)		Included in this amount are 296,840 shares reserved for issuance under the Director Deferred Stock Ownership Plan. The remaining 5,510,651 shares are reserved for issuance under the 2002 Stock Incentive Plan for Performance Stock, Restricted Stock, Other Stock-Based Awards, Stock Options and Stock Appreciation Rights.
(2)		The shares reserved under the 2002 Stock Incentive Plan were calculated as 4.9% of the number of issued and outstanding shares as of the shareholder record date for the Annual Meeting of Shareholders held on April 24, 2002.

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Item 13.		Certain Relationships and Related Transactions
		Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 22, 2004 for the annual meeting of shareholders to be held April 28, 2004.

Item 14.		Principal Accounting Fees and Services
		During the year ended December 31, 2003, Ernst & Young LLP audited the consolidated financial statements of the Corporation and its subsidiaries.
		Audit Fees and All Other Fees
		Incorporated herein by reference from the Registrant’s definitive proxy statement dated March 22, 2004 for the annual meeting of shareholders to be held April 28, 2004.

PART IV

Item 15.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)	1.	Financial Statements
		The Index to Financial Statements and Financial Statement Schedule on Page 11 is incorporated herein by reference as the list of financial statements required as part of this report.
	2.	Financial Statement Schedules
		The Index to Financial Statements and Financial Statement Schedule on Page 11 is incorporated herein by reference as the list of financial statements required as part of this report.
	3.	Exhibits
		The exhibits filed as part of this annual report on Form 10-K are listed in the Exhibit Index on pages 16-18, immediately preceding such Exhibits, and such Exhibit Index is incorporated herein by reference.
(b)		Reports on Form 8-K
		A report on Form 8-K was filed by the Registrant on and dated October 23, 2003 with respect to item 9 (and furnished pursuant to item 12) of said report.

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The McGraw-Hill Companies
Index to Financial Statements
And Financial Statement Schedules

All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

The financial statements listed in the above index which are included in the Annual Report to Shareholders for the year ended December 31, 2003 are hereby incorporated by reference in Exhibit (13). With the exception of the pages listed in the above index, the 2003 Annual Report to Shareholders is not to be deemed filed as part of Item 15 (a)(1).

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THE McGRAW-HILL COMPANIES, INC.

SCHEDULE II - RESERVES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS

(Thousands of dollars)

(A)		Accounts written off, less recoveries.
(B)		Relates to writing off previously established reserves against current assets for the final closedown of the former Continuing Education Center, resulting in no cash or income statement impact.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February 27, 2004 on behalf of Registrant by the following persons who signed in the capacities as set forth below under their respective names. Registrant’s board of directors is comprised of eleven members and the signatures set forth below of individual board members, constitute at least a majority of such board.

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