Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of
Moody's Corporation (the "Company") in their respective capacities set forth
below constitutes and appoints John J. Goggins and Jeanne Dering, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to do any and all acts and all
things and to execute any and all instruments which said attorney and agent
may deem necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, (the "Act") and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in
connection with the registration under such Act of the common stock of the
Company to be issued by the Company pursuant to the 1998 Moody's Corporation
Non-Employee Directors' Stock Incentive Plan (as amended and restated as of
April 23, 2001) and the 2001 Moody's Corporation Key Employees' Stock
Incentive Plan to the extent that any such registration may be required in the
opinion of the executive officers of the Company, upon the advice of counsel,
including without limitation, the power and authority to sign the name of the
undersigned individual in the capacity indicated below opposite the name of
such individual to any Registration Statement on Form S-8 or any Form relating
to the registration of such common stock to be filed with the Securities and
Exchange Commission with respect to said common stock, to sign any and all
amendments (including post-effective amendments) and supplements to any such
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.



   Signature                           Title                      Date

/s/ John Rutherfurd, Jr.        President, Chief Executive    February 25, 2003
-------------------------       Officer and Director
     John Rutherfurd, Jr.       (principal executive officer)


/s/ Charles R. Bruschi          Vice President and Corporate  February 25, 2003
--------------------------      Controller (principal
     Charles R. Bruschi         accounting officer)

/s/ Hall Adams, Jr.             Director                      February 25, 2003
--------------------------
     Hall Adams, Jr.

/s/ Clifford L. Alexander, Jr.  Director                      February 25, 2003
--------------------------
     Clifford L. Alexander, Jr.

/s/ Mary Johnston Evans         Director                      February 25, 2003
--------------------------
     Mary Johnston Evans

/s/ Robert R. Glauber           Director                      February 25, 2003
 --------------------------
     Robert R. Glauber

/s/ Connie Mack                 Director                      February 25, 2003
---------------------------
     Connie Mack

/s/ Henry A. McKinnell          Director                      February 25, 2003
----------------------------
     Henry A. McKinnell