MOODYS CORP /DE/ — Director's Dealing 2011

Nov 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2011-11-17

Reporting Person: Almeida Mark (President, Moody's Analytics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-17	Common Stock	M	25000	$19.9875	Acquired	129662	Direct
2011-11-17	Common Stock	S	25000	$32.75	Disposed	104662	Direct
2011-11-18	Common Stock	M	25000	$19.9875	Acquired	129662	Direct
2011-11-18	Common Stock	S	25000	$32.83	Disposed	104662	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-17	Employee stock option (right to buy)	$19.9875	M	25000	Disposed	2012-02-07	Common Stock (25000)	Direct
2011-11-18	Employee stock option (right to buy)	$19.9875	M	25000	Disposed	2012-02-07	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16453	Indirect
Common Stock	1000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $32.39 to $33.09. 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.

F2: The price reported in Column 4 is a weighted average sales price. The shares were sold in multiple transactions at prices ranging from $32.51 to $33.11. 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 last statement dated September 30, 2011.

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