SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DERING JEANNE
(Last) (First) (Middle)
99 CHURCH STREET
(Street)
NEW YORK NY 10007
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MOODYS CORP /DE/ [ MCO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2005 F 668 D $85.22 17,005 D
Common Stock 1,510(1) I 401-K
Common Stock 02/09/2005 F 236 D $85.22 6,961 I Spouse
Common Stock 05/02/2005 M 4,658 A $16.1649 11,619 I Spouse
Common Stock 05/02/2005 M 5,194 A $21.4718 16,813 I Spouse
Common Stock 05/02/2005 M 5,610 A $25.7728 22,423 I Spouse
Common Stock 05/02/2005 M 6,290 A $21.9833 28,713 I Spouse
Common Stock 05/02/2005 M 3,500 A $21.4184 32,213 I Spouse
Common Stock 05/02/2005 M 22,500 A $28.125 54,713 I Spouse
Common Stock 05/02/2005 M 3,750 A $33.92 58,463 I Spouse
Common Stock 05/02/2005 M 18,750 A $39.975 77,213 I Spouse
Common Stock 05/02/2005 M 11,500 A $42.535 88,713 I Spouse
Common Stock 05/02/2005 M 3,750 A $64.815 92,463 I Spouse
Common Stock 05/02/2005 S 30,000 D $82.25 62,463 I Spouse
Common Stock 05/02/2005 S 600 D $82.23 61,863 I Spouse
Common Stock 05/02/2005 S 24,400 D $81.95 37,463 I Spouse
Common Stock 05/02/2005 S 702 D $82.47 36,761 I Spouse
Common Stock 05/02/2005 S 29,800 D $81.9 4,271 I Spouse
Common Stock 2,134(1) I Spouse 401-K
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $16.1649 05/02/2005 M 4,658 11/15/1997(2) 11/15/2006 Common Stock 4,658 $0.00 0 I Spouse
Employee Stock Option (right to buy) $21.4718 05/02/2005 M 5,194 12/22/1998(2) 12/22/2007 Common Stock 5,194 $0.00 0 I Spouse
Employee Stock Option (right to buy) $25.7728 05/02/2005 M 5,610 07/01/1999(2) 07/01/2008 Common Stock 5,610 $0.00 0 I Spouse
Employee Stock Option (right to buy) $21.9833 05/02/2005 M 6,290 12/21/2000(2) 12/21/2009 Common Stock 6,290 $0.00 0 I Spouse
Employee Stock Option (right to buy) $21.4184 05/02/2005 M 3,500 01/19/2001(2) 01/10/2010 Common Stock 3,500 $0.00 0 I Spouse
Employee Stock Option (right to buy) $28.125 05/02/2005 M 22,500 10/03/2001(2) 10/03/2010 Common Stock 22,500 $0.00 0 I Spouse
Employee Stock Option (right to buy) $33.92 05/02/2005 M 3,750 07/02/2002(2) 07/02/2011 Common Stock 3,750 $0.00 0 I Spouse
Employee Stock Option (right to buy) $39.975 05/02/2005 M 18,750 02/07/2003(2) 02/07/2012 Common Stock 18,750 $0.00 0 I Spouse
Employee Stock Option (right to buy) $42.535 05/02/2005 M 11,500 02/07/2004(2) 02/07/2013 Common Stock 11,500 $0.00 0 I Spouse
Employee Stock Option (right to buy) $64.815 05/02/2005 M 3,750 02/09/2005(2) 02/09/2014 Common Stock 3,750 $0.00 0 I Spouse
Explanation of Responses:
1. As of the last statement dated May 2, 2005.
2. One fourth of the options vested each year beginning with the date indicated.
Remarks:
John J. Goggins, by power of attorney for Jeanne Dering 05/04/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.