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: October 21, 2004

                         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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13a-4(c))



Item 2.02 and 7.01 Disclosure of Results of Operations and Financial Condition/
Regulation FD Disclosure (Furnished Pursuant to Items 2.02 and 7.01 of
Form 8-K).

On October 21, 2004 Registrant issued an earnings release (the "Earnings
Release") containing a discussion of Registrant's results of operations and
financial condition for the third quarter ending September 30, 2004.

Item 9.01 Exhibits.

Earnings Release of the Registrant, dated October 21, 2004, containing a
discussion of Registrant's results of operations and financial condition for the
third quarter ending September 30, 2004.


                                   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.

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

Dated: October 21, 2004



                                INDEX TO EXHIBITS

Exhibit Number

      (99)  Earnings  Release  of  the  Registrant,   dated  October  21,  2004,
containing a discussion  of  Registrant's  results of  operations  and financial
condition for the third quarter ending September 30, 2004.