8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                    FORM 8-K

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

         Date of Report (Date of earliest event reported): June 5, 2006

                               MOODY'S CORPORATION
               (Exact Name of Registrant as Specified in Charter)

             Delaware                 1-14037               13-3998945
  (State or Other Jurisdiction      (Commission           (IRS Employer
         of Incorporation)          File Number)         Identification No.)


                                99 Church Street
                            New York, New York 10007
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 553-0300



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 240.13e-4(c))






Item 7.01, "Regulation FD Disclosure"

On June 6, 2006, Moody's Corporation (the "Company") issued a press release
reaffirming its outlook for the full year 2006 and announcing the authorization
of a new share repurchase program. A copy of the press release is included as
Exhibit 99.1 to this Current Report and is incorporated herein by reference. The
Company does not intend for the information contained in this report on Form 8-K
to be considered filed under the Securities Exchange Act of 1934 or incorporated
by reference into future filings under the Securities Act of 1933 or the
Securities Exchange Act of 1934. The foregoing information is provided pursuant
to Item 7.01, "Regulation FD Disclosure" of Form 8-K.

Item 9.01, "Financial Statements and Exhibits"

(c) Exhibits

99.1  Press release of Moody's Corporation dated June 6, 2006.






                                    SIGNATURE

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 hereunto duly authorized.


                                   MOODY'S CORPORATION

                                   By: /s/ John J. Goggins
                                       -----------------------------------------

                                       John J. Goggins
                                       Senior Vice President and General Counsel


                                                           Date: June 6, 2006

EX-99.1

                                                                    Exhibit 99.1

Moody's Corporation Reaffirms Outlook for 2006 and Announces New Share
                         Repurchase Authority

    NEW YORK--(BUSINESS WIRE)--June 6, 2006--Moody's Corporation
(NYSE: MCO) is hosting its first Investor Day today. Management
presentations, which begin at 8:30 a.m. Eastern Time, will be webcast
and can be accessed through Moody's Shareholder Relations Web site,
http://ir.moodys.com. In conjunction with this event Moody's is
reaffirming its outlook for the full year 2006 and announcing the
authorization of a new share repurchase program.

    Outlook for Full Year 2006

    Moody's overall operating outlook for the full year 2006 is
unchanged from its guidance provided on April 26, 2006. The company
continues to project overall revenue growth in the high single-digit
to double-digit percent range for the full year 2006. Moody's expects
the operating margin before the impact of expensing stock-based
compensation to decline by up to 100 basis points in 2006 compared
with 2005. This reflects investments it is continuing to make to
expand internationally; improve analytical processes; pursue ratings
transparency and compliance initiatives; introduce new products; and
improve its technology infrastructure.
    For 2006 the company continues to project year-over-year growth in
non-GAAP diluted earnings per share in the low double-digit percent
range. This growth forecast includes the modest positive impact of
expected share repurchase activity. In addition, this forecast
excludes the impacts of adjustments related to legacy tax matters in
2005 and 2006, and the expensing of stock-based compensation in both
2005 and 2006. This year represents the final year of "phasing in" of
expense related to stock-based compensation, which began in 2003. The
impact of expensing stock-based compensation is expected to be in the
range of USD 0.13 - USD 0.15 per diluted share in 2006, compared to
USD 0.10 per diluted share in 2005.

    Board Approves New Share Repurchase Authority

    Moody's available share repurchase authorization, which stood at
USD 654 million at the end of the first quarter of 2006, is
approaching completion. On June 5, Moody's Board of Directors
authorized a new USD 2 billion share repurchase program. Upon
completion of the prior USD 1 billion program, Moody's will begin
repurchasing shares under the new program, which does not have an
expiration date. As management has previously discussed, the company
plans to continue to return capital to shareholders by purchasing
shares systematically as well as by purchasing opportunistically when
conditions warrant.

    Moody's Corporation (NYSE: MCO) is the parent company of Moody's
Investors Service, a leading provider of credit ratings, research and
analysis covering debt instruments and securities in the global
capital markets, Moody's KMV, a leading provider of credit risk
processing and credit risk management products for banks and investors
in credit-sensitive assets serving the world's largest financial
institutions, and Moody's Economy.com, a provider of economic research
and data services. The corporation, which reported revenue of USD 1.7
billion in 2005, employs approximately 2,900 people worldwide and
maintains offices in 22 countries. Further information is available at
www.moodys.com.

    "Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995
    Certain statements contained in this release are forward-looking
statements and are based on future expectations, plans and prospects
for Moody's business and operations that involve a number of risks and
uncertainties. The forward-looking statements and other information
are made as of June 6, 2006, and the Company disclaims any duty to
supplement, update or revise such statements on a going-forward basis,
whether as a result of subsequent developments, changed expectations
or otherwise. In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Company is
identifying certain factors that could cause actual results to differ,
perhaps materially, from those indicated by these forward-looking
statements. Those factors include, but are not limited to, changes in
the volume of debt securities issued in domestic and/or global capital
markets; changes in interest rates and other volatility in the
financial markets; possible loss of market share through competition;
introduction of competing products or technologies by other companies;
pricing pressures from competitors and/or customers; the potential
emergence of government-sponsored credit rating agencies; proposed
U.S., foreign, state and local legislation and regulations, including
those relating to Nationally Recognized Statistical Rating
Organizations; possible judicial decisions in various jurisdictions
regarding the status of and potential liabilities of rating agencies;
the possible loss of key employees to investment or commercial banks
or elsewhere and related compensation cost pressures; the outcome of
any review by controlling tax authorities of the Company's global tax
planning initiatives; the outcome of those tax and legal contingencies
that relate to Old D&B, its predecessors and their affiliated
companies for which the Company has assumed portions of the financial
responsibility; the outcome of other legal actions to which the
Company, from time to time, may be named as a party; the ability of
the Company to successfully integrate the KMV and MRMS businesses; a
decline in the demand for credit risk management tools by financial
institutions; and other risk factors as discussed in the Company's
annual report on Form 10-K for the year ended December 31, 2005 and in
other filings made by the Company from time to time with the
Securities and Exchange Commission.

    CONTACT: Moody's Corporation
             Investor Relations and Corporate Finance:
             Michael Courtian, 212-553-7194
             michael.courtian@moodys.com