MOODYS CORP /DE/ — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2011-02-11

Reporting Person: MCDANIEL RAYMOND W (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	M	115000	$19.9875	Acquired	273882	Direct
2011-02-11	Common Stock	S	115000	$30.02	Disposed	158882	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Employee Stock Option (right to buy)	$19.9875	M	115000	Disposed	2012-02-07	Common Stock (115000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1480	Indirect
Common Stock	2000	Indirect

Footnotes

F1: Sale of shares pursuant to Rule 10b5-1 Plan.

F2: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.15. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: As of the last statement dated December 31, 2010.

F4: One fourth of the options vested each year beginning with the date indicated.