UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2001

                          Commission File Number 1-1023

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

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

1221 Avenue of the Americas, New York, N.Y.           10020
- ---------------------------------------------------------------------
(Address of Principal executive offices)            (Zip Code)

Registrant's telephone number, including area code (212) 512-2000
                                                   ------------------
                          Not Applicable
- ---------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)

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.
                        YES  [X]         NO  [ ]

On April 16, 2001 there were approximately 195.2 million shares of common stock
(par value $1.00 per share) outstanding.


                         The McGraw-Hill Companies, Inc.
                         -------------------------------
                                TABLE OF CONTENTS
                                -----------------


                                                                   Page Number
                                                                   -----------
PART I.  FINANCIAL INFORMATION
- ------------------------------

   Item 1.  Financial Statements
   -------
             Consolidated Statement of Income for
             the three months ended March 31, 2001 and 2000          3

             Consolidated Balance Sheet at March 31, 2001,
             December 31, 2000 and March 31, 2000                    4-5

             Consolidated Statement of Cash Flows for the three      6
             months ended March 31, 2001 and 2000

             Notes to Consolidated Financial Statements              7-10


   Item 2.  Management's Discussion and Analysis of Operating
   ------   Results and Financial Condition                         11-13

   Item 3.  Quantitative and Qualitative Disclosures About
            Market Risk                                              14

Part II.  OTHER INFORMATION
- ---------------------------

   Item 1.  Legal Proceedings                                        14
   ------


   Item 6.  Exhibits and Reports on Form 8-K                        15-16
   ------



                                            Part I

                                     Financial Information

Item 1.  Financial Statements
         ---------------------

                         The McGraw-Hill Companies, Inc.
                         -------------------------------
                        Consolidated Statement of Income
                         -------------------------------
                   Three Months Ended March 31, 2001 and 2000
                   ------------------------------------------

                                                      2001           2000
                                                   -----------    -----------
                                                     (in thousands, except
                                                        per-share data)
                                                                 

Operating revenue                                    $  846,397     $  784,214
Expenses:
   Operating                                            412,462        378,642
   Selling and general                                  321,570        291,508
  Depreciation and amortization                          74,353         59,197
                                                    -----------    -----------
      Total expenses                                    808,385        729,347

Other income - net                                       12,024         25,039
                                                    -----------    -----------
Income from operations                                   50,036         79,906

Interest expense - net                                   16,880          9,345
                                                    -----------    -----------
Income before taxes on income                            33,156         70,561

Provision for taxes on income                            12,765         27,166
                                                    -----------    -----------
Income before cumulative adjustment                      20,391         43,395

Cumulative change in accounting, net of tax (Note 10)         -        (68,122)
                                                    -----------    -----------
Net income / (loss)                                   $  20,391    $   (24,727)
                                                    ===========    ===========
Earnings per common share
   Basic
     Income before cumulative adjustment              $    0.11    $      0.22
     Net income / (loss)                              $    0.11    $     (0.13)

   Diluted
     Income before cumulative adjustment              $    0.10    $      0.22
    Net income / (loss)                               $    0.10    $     (0.13)

Average number of common
   shares outstanding:  (Note 9)
   Basic                                                193,957        194,391
   Diluted                                              195,963        196,104



                        The McGraw-Hill Companies, Inc.
                         -------------------------------
                           Consolidated Balance Sheet
                           --------------------------

                                             March 31,    Dec. 31,     March 31,
                                               2001         2000         2000
                                             ---------- -----------   ----------
                                                      (In thousands)
                                                                  
ASSETS
Current assets:
Cash and equivalents                             $22,723     $ 3,171     $ 6,812
Accounts receivable (net of allowance
     for doubtful accounts and sales
  returns)  (Note 4)                             866,078   1,095,118     786,047
Inventories (Note 4)                             435,766     388,947     344,948
Deferred income taxes                            196,313     192,789     149,297
Prepaid and other current assets (Note 5)        151,830     121,665     123,117
                                               ---------   ---------   ---------
    Total current assets                       1,672,710   1,801,690   1,410,221
                                               ---------   ---------   ---------

Prepublication costs (net of accumulated
amortization)  (Note 4)                          530,766     518,031     454,833

Investments and other assets:
   Investment in Rock-McGraw, Inc. - at
     equity                                       98,332      95,862      88,268
   Prepaid pension expense                       172,623     159,598     127,870
   Other                                         221,275     226,910     201,091
                                              ----------   ---------   ---------
       Total Investment and other assets         492,230     482,370     417,229
                                              ----------   ---------   ---------

   Property and equipment  -  at cost          1,043,111   1,046,369     949,210
   Less - accumulated depreciation               618,773     614,464     539,034
                                              ----------   ---------   ---------
       Net property and equipment                424,338     431,905     410,176

Goodwill and other intangible assets -
at cost (net of accumulated amortization)      1,758,758   1,697,448   1,201,342
                                              ----------  ----------  ----------
      Total Assets                            $4,878,802  $4,931,444  $3,893,801
                                              ==========  ==========  ==========




                         The McGraw-Hill Companies, Inc.
                         -------------------------------
                           Consolidated Balance Sheet
                           --------------------------


                                             March 31,    Dec. 31,    March 31,
                                               2001         2000        2000
                                           ---------- -----------   ----------
                                                     (In thousands)
                                                                  

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Notes payable                             $244,475      $227,848     $139,976
   Current portion of long-term debt                -             -       95,043
   Accounts payable                           278,584       313,286      218,782
   Accrued liabilities                        221,395       358,274      224,800
   Income taxes currently payable              79,787        55,388       83,189
   Unearned revenue                           499,012       475,559      452,829
   Other current liabilities (Note 5)         354,917       350,430      307,656
                                           ----------    ----------   ----------
       Total current liabilities            1,678,170     1,780,785    1,522,275
                                           ----------    ----------   ----------
Other liabilities:
   Long-term debt (Note 6)                    876,319       817,529      353,175
   Deferred income taxes                      170,131       163,231      123,157
   Accrued postretirement healthcare and
     other benefits                           176,985       178,525      186,593
   Other non-current liabilities              228,532       230,330      195,132
                                           ----------    ----------   ----------
      Total other liabilities               1,451,967     1,389,615      858,057
                                           ----------    ----------   ----------
      Total liabilities                     3,130,137     3,170,400    2,380,332
                                           ----------    ----------   ----------
Shareholders' equity (Note 7 & 8):
   Capital stock                              205,852       205,852      205,852
   Additional paid-in capital                  54,703        44,176       36,806
   Retained income                          2,077,971     2,105,145    1,813,438
   Accumulated other comprehensive income    (129,290)     (110,358)    (87,842)
                                            ----------   ----------   ----------
                                             2,209,236    2,244,815    1,968,254

   Less - common stock in treasury-at cost     441,808      470,903      440,091
   Unearned compensation on restricted stock    18,763       12,868       14,694
                                            ----------   ----------   ----------
      Total shareholders' equity             1,748,665    1,761,044    1,513,469
                                            ----------    ----------  ----------
      Total Liabilities & Shareholders'
         equity                             $4,878,802   $4,931,444   $3,893,801
                                            ==========   ==========   ==========



                         The McGraw-Hill Companies, Inc.
                         -------------------------------
                      Consolidated Statement of Cash Flows
                      ------------------------------------
               For The Three Months Ended March 31, 2001 and 2000
               --------------------------------------------------


                                                            2001          2000
                                                         ----------  -----------
                                                                     
Cash flows from operating activities                         (In thousands)
- ---------------------------------------------
Net income / (loss)                                        $20,391     $(24,727)
Cumulative change in accounting principle                     -          68,122
Adjustments to reconcile net income to
    cash provided by operating activities:
   Depreciation                                              22,624      21,180
   Amortization of goodwill and intangibles                  21,232      13,954
   Amortization of prepublication costs                      30,497      24,063
   Gain on sale of Tower Group International                   -        (16,587)
   Gain on the sale of real estate                          (6,925)          -
   Provision for losses on accounts receivable              10,958       14,505
   Other                                                    (3,114)      (2,443)
Changes in assets and liabilities net of effect of
    acquisitions and dispositions:
   Decrease in accounts receivable                          222,051     149,312
   Increase in inventories                                  (45,985)    (55,098)
   Increase in prepaid and other current assets             (30,389)    (34,325)
   Decrease in accounts payable and accrued expenses       (176,101)   (205,724)
   Increase in unearned revenue                              13,690      28,583
   Increase / (decrease) in other current liabilities        28,369      (7,234)
   Increase / (decrease) in interest and income taxes
     currently payable                                       32,025      19,916
   Increase in deferred income taxes                            709         658
   Net change in other assets and liabilities               (11,669)    (10,416)
- ---------------------------------------------------       ---------    ---------
Cash provided by / (used for) operating activities          128,363     (16,261)
- ---------------------------------------------------       ---------    ---------
Investing activities
- -------------------------
   Investment in prepublication costs                       (37,190)    (35,845)
   Purchases of property and equipment                      (19,862)    (16,377)
   Acquisition of businesses and equity interests          (107,794)         -
   Disposition of property, equipment and businesses         10,587     139,150
- ---------------------------------------------------       ---------    ---------
   Cash (used for) / provided by investing activities      (154,259)     86,928
- ---------------------------------------------------       ---------    ---------
   Financing activities
- ---------------------------------------------------
   Additions to / (repayments of) short-term debt - net      75,688      53,414
   Dividends paid to shareholders                           (47,565)    (45,648)
   Repurchase of treasury shares                             (5,451)    (78,611)
   Exercise of stock options                                 25,045       2,115
   Other                                                       (100)       (888)
- ---------------------------------------------------       ---------    ---------
Cash provided by financing activities                        47,617     (69,618)
- ---------------------------------------------------       ---------    ---------
Effect of exchange rate fluctuations on cash                 (2,169)       (726)
                                                          ---------    ---------
Net change in cash and equivalents                           19,552         323

Cash and equivalents at beginning of period                   3,171       6,489
- ---------------------------------------------------       ---------    ---------
Cash and equivalents at end of period                       $22,723      $6,812
                                                          =========    =========


                         The McGraw-Hill Companies, Inc.
                         -------------------------------

                          Notes to Financial Statements
                          -----------------------------

1. The financial  information  in this report has not been audited,  but in
   the  opinion  of  management  all  adjustments  (consisting  only of normal
   recurring   adjustments)   considered  necessary  to  present  fairly  such
   information have been included.  The operating results for the three months
   ended March 31, 2001 and 2000 are not necessarily  indicative of results to
   be  expected  for the full year due to the  seasonal  nature of some of the
   company's  businesses.  The financial  statements included herein should be
   read in conjunction with the financial statements and notes included in the
   company's Annual Report on Form 10-K for the year ended December 31, 2000.

   Certain prior year amounts have been reclassified for comparability purposes.

2. The following table is a reconciliation of the company's net income to
   comprehensive income for the three month period ended March 31:


                                                   2001             2000
                                                -----------    -----------
                                                     (in thousands, except
                                                      per-share data)
                                                                
   Net income / (loss)                              $ 20,391      $ (24,727)

   Other comprehensive income, net of tax:
   Foreign currency translation adjustments          (18,932)          (111)
                                                 -----------     -----------
   Total other comprehensive income                  (18,932)          (111)
                                                 -----------     -----------
   Comprehensive income                              $ 1,459       $(24,838)
                                                 ===========     ===========


3. The  company  has  three  reportable  segments:  McGraw-Hill  Education,
   Financial  Services,  and  Information  and  Media  Services.   McGraw-Hill
   Education provides educational and reference materials for all levels, from
   pre-school  to lifelong  learning,  for  students  and  professionals.  The
   financial services segment consists of Standard & Poor's operations,  which
   provide a wide range of financial information,  credit ratings and analysis
   globally.  The information and media services segment includes business and
   professional media offering information, insight and analysis.




                         The McGraw-Hill Companies, Inc.
                         -------------------------------
                          Notes to Financial Statements
                          -----------------------------

   Operating  profit by segment is the primary  basis for the chief  operating
   decision maker of the company, the CEO Council, to evaluate the performance
   of each segment. A summary of operating results by segment for the three
   months ended March 31, 2001 and 2000 follows:

                                            2001                  2000
                                    -------------------  --------------------
                                          Operating            Operating
                                     Revenue    Profit    Revenue     Profit
                                    --------  ---------  ---------   ---------
                                                (in thousands)
                                                            
   McGraw-Hill Education             $307,758   $(57,831)  $236,362  $(38,396)
   Financial Services                 345,181    106,608    304,688    87,980
   Information and Media Services     193,458     13,672    243,164    49,106
   --------------------------------  --------   --------   --------  --------
   Total operating segments           846,397     62,449    784,214    98,690
   General corporate expense              -      (12,413)      -      (18,784)
   Interest expense - net                 -      (16,880)      -       (9,345)
   --------------------------------  ---------  ---------  --------   --------
   Total company                     $ 846,397  $ 33,156*  $784,214   $70,561*
                                     =========  =========  ========   ========

*Income before taxes on income and cumulative adjustment.


4. The allowance for doubtful accounts and sales returns, the components of
   inventory and the accumulated amortization of prepublication costs were as
   follows:

                                            March 31,    Dec. 31,    March 31,
                                              2001         2000        2000
                                           ----------  ----------    ----------
                                                       (In thousands)
                                                                  

   Allowance for doubtful accounts           $136,391     $ 137,741     $127,131
                                           ==========   ===========   ==========
   Allowance for sales returns               $101,036     $ 118,522     $ 87,677
                                           ==========   ===========   ==========
   Inventories:
   Finished goods                            $365,969     $ 324,852     $282,694
   Work-in-process                             23,598        24,231       29,758
   Paper and other materials                   46,199        39,864       32,496
                                           ----------   -----------   ----------
   Total inventories                         $435,766     $ 388,947     $344,948
                                           ==========   ===========   ==========
   Accumulated amortization of
     prepublication costs                    $697,643     $ 757,034     $540,096
                                           ==========   ===========   ==========

5. A  subsidiary  of J.J.  Kenny Co.  acts as an  undisclosed  agent in the
   purchase and sale of municipal  securities  for  broker-dealers  and dealer
   banks and the  company  had $222.4  million of  matched  purchase  and sale
   commitments atMarch 31, 2001.  Only those transactions not closed at the
   settlement date are reflected in the balance sheet as receivables and
   payables.




                          The McGraw-Hill Companies, Inc.
                         -------------------------------
                          Notes to Financial Statements
                          -----------------------------

6.    A summary of long-term debt follows:

                                             March 31,    Dec. 31,     March 31,
                                               2001         2000         2000
                                            ----------  ----------    ----------
                                                       (In thousands)
                                                                  
   9.43% Notes due 2000                     $    -       $     -        $ 95,043
   Commercial paper supported by
      Bank revolving credit agreement         874,560       815,600      350,000
   Other                                        1,759         1,929        3,175
                                           ----------    ----------   ----------
   Total long-term debt                       876,319       817,529      448,218
   Less: Current portion of long-term debt       -              -       (95,043)
                                           ----------    ----------   ----------
                                             $876,319      $817,529     $353,175
                                           ==========    ==========   ==========


7. Common shares reserved for issuance for conversions and stock based awards
   were as follows:

                                            March 31,     Dec. 31,     March 31,
                                              2001          2000         2000
                                           ----------    ----------   ----------
                                                                  
   $1.20 convertible preference stock
      at the rate of 13.2 shares for each
      share of preference stock                17,846        17,846       17,846
   Stock based awards                      22,617,323    23,474,142   15,554,930
                                           ----------    ----------   ----------
                                           22,635,169    23,491,988   15,572,776
                                           ==========    ==========   ==========


8. Cash dividends per share declared during the three months ended March 31,
   2001 and 2000 were as follows:

                                     2001     2000
                                        
                                    ----     ----
   Common stock                     $.245    $.235
   Preference stock                  .300     .300


9. A reconciliation of the number of shares used for calculating basic earnings
   per common share and diluted earnings per common share for the three months
   ended March 31, 2001 and 2000 follows:
 
                                                           2001          2000
                                                          ----------  ----------
                                                              (In thousands)
                                                                     
   Average number of common shares outstanding               193,957     194,391
   Effect of stock options and other dilutive securities       2,006       1,713
                                                          ----------  ----------
   Average number of common shares outstanding including
     effect of dilutive securities                           195,963     196,104
                                                          ==========  ==========


   Restricted performance shares outstanding at March 31, 2001 of 451,000 were
   not  included in the  computation  of diluted  earnings  per common  shares
   because the necessary vesting conditions have not yet been met.

10.The company adopted Staff Accounting Bulletin No. 101 (SAB 101), Revenue
   Recognition  in  Financial  Statements,   effective  January  1,  2000.  In
   consideration  of the views expressed in SAB 101, the company  modified its
   revenue recognition policies for various service contracts.  Under SAB 101,
   the company  recognizes  revenue  relating to agreements  where it provides
   more than one service based upon the fair value to the customer rather than
   recognizing  revenue  based on the level of service  effort to fulfill such
   contracts.  The cumulative  impact of the  accounting  change at January 1,
   2000 was $68.1 million,  net of tax of $46.7  million.  The total amount of
   this  cumulative  adjustment  that was recognized  during the quarter ended
   March 31, 2001 is $0.4 million.

   In June 1998,  the FASB  issued  SFAS No. 133,  Accounting  for  Derivative
   Instruments and Hedging Activities.  The new standard was effective January
   1, 2001.  SFAS No. 133 establishes  accounting and reporting  standards for
   derivative  instruments and for hedging activities,  requiring companies to
   recognize all  derivatives as either assets or liabilities on their balance
   sheet and measuring them at fair value. The adoption of SFAS No. 133 had no
   material impact on the company's financial statements.



Item 2. Management's Discussion and Analysis of Operating Results and
- ------- -------------------------------------------------------------
                               Financial Condition
                               -------------------
Operating Results - Comparing Three Months Ended March 31, 2001 and 2000
- ------------------------------------------------------------------------
Consolidated Review
- -------------------

The Segment Review that follows is incorporated herein by reference.

Operating  revenue for the first  quarter grew 7.9% over prior year's first
quarter to $846.4  million.  The revenue  increase  reflects the strong start in
education and the solid performance of Standard & Poor's Credit Market Services,
offset  somewhat  by  declines  in  advertising  revenue.  Net  income was $20.4
million,  an increase of $45.1 million.  In January 2001, the Company  purchased
Mayfield  Publishing  and the results of this  operation  are  reflected  in the
McGraw-Hill  Education segment. Net income also includes $6.9 million related to
a gain on the sale of real estate,  2 cents diluted  earnings per share,  and is
recorded in other  income.  The first  quarter also  reflects the results of the
Tribune Education Company and Landoll, Inc. ("Tribune  Education")  acquisition,
which occurred in September 2000.  Their operating  results are reflected in the
McGraw-Hill  Education segment.  In February 2000, Tower Group International was
divested and an after-tax gain of $10.2  million,  or 5 cents per diluted share,
was recorded. In January 2000, the Company adopted Staff Accounting Bulletin No.
101 (SAB 101),  Revenue  Recognition in Financial  Statements,  and recognized a
cumulative  adjustment  of $68.1  million,  net of tax,  or 35 cents per diluted
share.

The first  quarter  represents  the Company's  smallest  quarter due to the
seasonal aspect of the Company's educational publishing operations.

Total expenses in 2001 increased 10.8% due to new and acquired products and
services in addition to increases in normal recurring expenses.

Net interest expenses increased 80.6% to $16.9 million from $9.3 million in
the first  quarter of 2000.  The primary  reason for the increase is higher
debt levels due to acquisitions,  primarily Tribune Education.  The average
interest rate on commercial paper borrowing  increased from 5.9% in 2000 to
6.2% in 2001.

The provision  for taxes as a percent of income before taxes is 38.5%,  the
same as that in 2000.

Segment Review
- --------------

McGraw-Hill Education's revenue increased 30.2% over the prior year's first
quarter to $307.8 million.  The segment's  operating results include the results
from Tribune Education and Mayfield  Publishing,  acquired in September 2000 and
January 2001, respectively.

SRA/McGraw-Hill suffered from  comparison to 2000,  where  California  had
significant  purchases.  The  Wright  Group/McGraw-Hill  was  added  as a  sixth
division of the School Education group in 2001, and is a publisher of innovative
supplementary products for the early childhood, elementary and remedial markets.
Macmillan/McGraw-Hill continues to perform well with its social studies program.
Glencoe/McGraw-Hill benefited from buying by North Carolina. CTB/McGraw-Hill had
an excellent quarter with its TerraNova program.  The Higher Education Group had
a solid start on front list sales.  Revenue  increased at the Professional  Book
operation  in part  from the  introduction  of the 15th  edition  of  Harrison's
Principles of InternalMedicine.  International  Publishing  grew  revenue  on



the  performance  of the  Asia-Pacific,Latin  America,  Europe,  and  Ibero
groups. The operating loss for the McGraw-Hill Education segment increased $19.4
million  to $57.8  million,  reflecting  the  impact of the  segment's  seasonal
operating loss for spending in preparation of its selling period, and the impact
of the acquisitions.

Financial Services' revenue increased 13.3% to $345.2 million and operating
profit  increased  21.2% to $106.6  million  over 2000  first  quarter  results.
Standard  &  Poor's  Credit  Market  Services   revenue  and  operating   profit
experienced  double digit  increases as new issue dollar volume in the U.S. bond
market  increased  19.2% and European bond  insurance  increased  19.4%.  Strong
growth in Structured Finance,  Corporate Finance and Financial Services, as well
as solid growth in Public  Finance,  contributed  to the results.  International
revenue and revenue from  non-traditional  products grew at significantly faster
rates than the  domestic  traditional  business.  Standard & Poor's  Information
Services showed revenue  increase from retail markets,  index services,  and S&P
Compustat. Internet redistribution services continued to benefit from the strong
sales of quote  feeds  and  analytical  commentary  to  financial  websites  and
redistributors.  Operating  profit  declined due to investment in web facilities
and  services,  and  continued  investment  in managed  funds.  Softness  in the
secondary  municipal bond market and foreign  exchange  markets also  negatively
impacted operating profit.

Information and Media Services' revenue decreased $49.7 million,  or 20.4%,
to $193.5 million from 2000 first quarter  results.  Operating  profit decreased
$35.4 million,  or 72.2%, over 2000 first quarter to $13.7 million.  Included in
2000 revenue was $18.6 million from Tower Group International,  which negatively
impacted the year to year growth  comparison by 6.6%.  Included in the operating
profit  for the  segment  for  2000  was the  gain on the  sale of  Tower  Group
International  representing  $16.6 million  ($10.2 million after tax, or 5 cents
per diluted  share).  The  divestiture of Tower Group  International  negatively
impacted the year to year growth in operating profit by 13.2%. A slowdown in the
advertising market negatively impacted both the  Business-to-Business  Group and
Broadcasting.

At Business  Week,  advertising  pages in the first  quarter were off 30.1%
according to the Publishers  Information  Bureau.  Aviation Week was impacted by
the soft  advertising  market and the  absence  of the  Singapore  airshow.  The
Construction   Information  Group  declined  due  to  investment  in  electronic
products, softness in advertising,  and timing at Sweet's. Platts produced solid
gains in the first quarter as volatility in the petroleum  market  increased the
demand for information.  The Healthcare Information Group showed declines due to
reduced advertising spending.

Broadcasting had a difficult  comparison to 2000 first quarter,  due to the
lack of political  advertising  and the Super Bowl in 2001.  National time sales
were down substantially, as well.

Financial Condition
- -------------------

The  Company  continues  to  maintain  a strong  financial  position.  Cash
provided by operating  activities in the first quarter  totaled  $128.4  million
compared to a use of $16.3  million a year ago.  The change in cash  provided by
operating  activities  primarily  relates to a decrease in accounts  receivable.
Total  debt  increased  $75  million  since  year  end,  reflecting  acquisition
activity,  seasonal spending on inventory and prepublication costs, and dividend
payments,  somewhat  offset by tax refunds.  The  Company's  strong  presence in
school  and  higher  education  significantly  impacts  the  seasonality  of its
earnings and borrowing patterns during the year, with the Company


borrowing  during  the first  half of the year and  generating  cash in the
second half of the year, primarily in the fourth quarter.

Commercial  paper  borrowings at March 31, 2001 totaled $1.093 billion,  an
increase of $74 million from December 31, 2000. The commercial  paper borrowings
are supported by two revolving credit agreements, each with the same 11 domestic
and  international  banks,  consisting  of a $625 million,  five-year  revolving
credit facility and a $625 million,  364-day revolving credit facility. At March
31,  2001,  there were no  borrowings  under  either  facility.  80%,  or $874.6
million,  of the  commercial  paper  borrowings  outstanding  are  classified as
long-term.

Under a shelf  registration  that became  effective with the Securities and
Exchange Commission in 1990, the Company can issue an additional $250 million of
debt  securities.  The new  debt  could  be used to  replace  a  portion  of the
commercial  paper  borrowings with  longer-term  securities when and if interest
rates are attractive and markets are favorable.

Gross accounts receivable of $1.1 billion decreased $247.9 million from the
end of 2000  primarily  from the impact of the  seasonality  of the  educational
publishing business. Inventories increased $46.8 million from the end of 2000 to
$435.8  million  as the  Company  prepares  itself  for the  school  and  higher
education  publishing selling season later this year and because of the Mayfield
Publishing acquisition.

Net  prepublication  costs  increased $12.7 million from the end of 2000 to
$530.8  million due to spending for school,  higher  education,  children's  and
professional  publishing  titles.  Prepublication  cost  spending  in the  first
quarter  totaled  $37.2  million,  an increase of $1.4  million over last year's
first quarter  spending.  Spending is expected to increase over the remainder of
the year.  Purchases of property and equipment were $19.9 million,  $3.5 million
higher than the prior year.  Spending is expected to increase over the remainder
of the year as a result of the Tribune Education and Mayfield acquisitions.

The Board of Directors  approved a 4.3%  increase in the  quarterly  common
stock dividend to $0.245 per share. In 1999, the Board of Directors authorized a
stock repurchase program of up to 15 million shares. The repurchased shares will
be used for general corporate purpose,  including the issuance of shares for the
exercise of employee  stock  options.  Purchases  under this program may be made
from time to time on the open market and in private  transactions  depending  on
market conditions.  Approximately 6.4 million shares have been repurchased under
this program.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk
- ------   -----------------------------------------------------------
          The Company has no material  changes to the disclosure  made on this
          matter in the Company's report on Form 10-K for the year ended
          December 31, 2000.

                                          Part II
                                     Other Information

Item 1.  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, nor are any of their  properties  subject  to, any
known material pending legal proceedings  which Registrant  believes will result
in a material adverse effect on its financial statements or business operations.


Item 6.  Exhibits and Reports on Form 8-K                      Page Number
- ------   --------------------------------                      -----------

         (a) Exhibits

        (12) Computation of ratio of earnings to fixed charges      16

         (b) Reports on Form 8-K
             No reports were filed during the period covered
             by this report



                                   Signatures
                                   ----------

 Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
 registrant  has duly  caused  this report to be signed on its behalf by the
 undersigned, thereunto duly authorized.




                                       The McGraw-Hill Companies, Inc.
                                       -------------------------------






Date:                                  By              /s/
      --------------------                --------------------------------
                                                  Robert J. Bahash
                                              Executive Vice President
                                             and Chief Financial Officer






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





Date:                                  By            /s/
      --------------------                --------------------------------
                                                  Talia M. Griep
                                               Senior Vice President
                                               and Corporate Controller




                                                                    Exhibit (12)
                         The McGraw-Hill Companies, Inc.
                         -------------------------------

                Computation of Ratio of Earnings to Fixed Charges
                -------------------------------------------------

                          Periods Ended March 31, 2001
                          ----------------------------


                                                Three         Twelve
                                                Months        Months
                                               ---------    ---------
                                                   (In thousands)
                                                           

Earnings
    Earnings from continuing operations
      Before income taxes expense (Note)       $  30,686    $ 719,873
    Fixed charges                                 27,842      100,932
                                               ---------    ---------
Total Earnings                                 $  58,528    $ 820,805
                                               =========    =========
Fixed Charges (Note)
    Interest                                   $  17,816    $  64,129
    Portion of rental payments deemed to be
      interest                                    10,026       36,803
                                               ---------    ---------
       Total Fixed  Charges                    $  27,842    $ 100,932
                                               =========    =========
Ratio of Earnings to Fixed Charges                   2.1x         8.1x
<FN>

(Note)   For  purposes of computing  the ratio of earnings to fixed  charges,
         "earnings  from  continuing  operations  before income taxes  expense"
         excludes undistributed equity in income of less than 50%-owned
         companies. "Fixed charges" consist of (1)  interest on debt,  and (2)
         the portion of the  company's  rental expense deemed representative of
         the interest factor in rental expense.

         Earnings  from  continuing  operations  before  income taxes for the
         three month and twelve  month period  ended March 31, 2001  includes
         a $6.9 million  pre-tax gain on the sale of real estate.
</FN>