MOODYS CORP /DE/ — Director's Dealing 2011

Sep 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2011-09-12

Reporting Person: WULFF JOHN K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-12	Common Stock	A	120	$28.49	Acquired	31878	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-12	Phantom Stock Units (Deferred Compensation)	$	A	82.556	Acquired		Common Stock (82.556)	Direct

Footnotes

F1: Restricted Stock deferred dividend reinvestment accrual.

F2: Phantom Stock Units arising out of the Reporting Person's election to defer receipt of retainer fees.

F3: The security converts to common stock on a one-for-one basis.

F4: These units are to be settled in cash after the Reporting Person's retirement.