MOODYS CORP /DE/ — Director's Dealing 2011

May 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2011-05-24

Reporting Person: GOGGINS JOHN J (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-24	Common Stock	M	13022	$19.9875	Acquired	54991	Direct
2011-05-24	Common Stock	S	13022	$38.00	Disposed	41969	Direct
2011-05-25	Common Stock	M	56978	$19.9875	Acquired	98947	Direct
2011-05-25	Common Stock	S	56978	$38.00	Disposed	41969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-24	Employee Stock Option (right to buy)	$19.9875	M	13022	Disposed	2012-02-07	Common Stock (13022)	Direct
2011-05-25	Employee Stock Option (right to buy)	$19.9875	M	56978	Disposed	2012-02-07	Common Stock (56978)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1478.3482	Indirect

Footnotes

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

F2: As of the last statement dated March 31, 2011.

F3: One fourth of the options vested each year beginning with the date indicated.