MOODYS CORP /DE/ — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2011-02-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common Stock	M	115000	$19.9875	Acquired	273882	Direct
2011-02-25	Common Stock	S	115000	$31.00	Disposed	158882	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	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: As of the last statement dated December 31, 2010.

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