SEC FORM 4

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

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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^*

MURRAY CHESTER V

(Last)

(First)

(Middle)

99 CHURCH STREET

(Street)

NEW YORK

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
Officer (give title below)	X	Other (specify below)
		EVP-Moody's Investors Service

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2005		M		9,328	A	$21.4718	36,538	D
Common Stock	02/24/2005		M		11,010	A	$25.7728	47,548	D
Common Stock	02/24/2005		M		12,420	A	$18.0762	59,968	D
Common Stock	02/24/2005		M		6,036	A	$19.0413	66,004	D
Common Stock	02/24/2005		M		13,610	A	$21.9833	79,614	D
Common Stock	02/24/2005		S		5,800	D	$83.18	73,814	D
Common Stock	02/24/2005		S		600	D	$83.5	73,214	D
Common Stock	02/24/2005		S		400	D	$83.49	72,814	D
Common Stock	02/24/2005		S		100	D	$83.48	72,714	D
Common Stock	02/24/2005		S		100	D	$83.47	72,614	D
Common Stock	02/24/2005		S		300	D	$83.44	72,314	D
Common Stock	02/24/2005		S		2,000	D	$83.38	70,314	D
Common Stock	02/24/2005		S		800	D	$83.37	69,514	D
Common Stock	02/24/2005		S		700	D	$83.36	68,814	D
Common Stock	02/24/2005		S		200	D	$83.34	68,614	D
Common Stock	02/24/2005		S		1,600	D	$83.32	67,014	D
Common Stock	02/24/2005		S		700	D	$83.31	66,314	D
Common Stock	02/24/2005		S		2,500	D	$83.3	63,814	D
Common Stock	02/24/2005		S		200	D	$83.28	63,614	D
Common Stock	02/24/2005		S		400	D	$83.27	63,214	D
Common Stock	02/24/2005		S		100	D	$83.25	63,114	D
Common Stock	02/24/2005		S		200	D	$83.24	62,914	D
Common Stock	02/24/2005		S		100	D	$83.23	62,814	D
Common Stock	02/24/2005		S		2,000	D	$83.22	60,814	D
Common Stock	02/24/2005		S		6,700	D	$83.2	54,114	D
Common Stock	02/24/2005		S		900	D	$83.19	53,214	D
Common Stock	02/24/2005		S		300	D	$83.17	52,914	D
Common Stock	02/24/2005		S		400	D	$83.16	52,514	D
Common Stock	02/24/2005		S		1,900	D	$83.57	50,614	D
Common Stock	02/24/2005		S		200	D	$83.5	50,414	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$21.4718	02/24/2005		M			9,328	12/22/1998⁽¹⁾	12/22/2007	Common Stock	9,328	$0.00	0	D
Employee Stock Option (right to buy)	$25.7728	02/24/2005		M			11,010	07/01/1999⁽¹⁾	07/01/2008	Common Stock	11,010	$0.00	0	D
Employee Stock Option (right to buy)	$18.0762	02/24/2005		M			12,420	09/01/1999⁽¹⁾	09/01/2008	Common Stock	12,420	$0.00	0	D
Employee Stock Option (right to buy)	$19.0413	02/24/2005		M			6,036	09/16/1999⁽¹⁾	09/16/2008	Common Stock	6,036	$0.00	0	D
Employee Stock Option (right to buy)	$21.9833	02/24/2005		M			13,610	12/21/2000⁽¹⁾	12/21/2009	Common Stock	13,610	$0.00	0	D

Explanation of Responses:

1. One fourth of the options vested each year beginning with the date indicated.

Remarks:

Form 1 of 3 Form 4s filed on 02/28/2005 reporting transactions on 02/24/2005.

	John J. Goggins, by power of attorney for Chester V. Murray	02/28/2005
	** 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).
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