MOODYS CORP /DE/ — Director's Dealing 2012

Mar 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOODYS CORP /DE/ (MCO)
CIK: 0001059556
Period of Report: 2012-03-12

Reporting Person: Cantor Richard (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-12	Common Stock	M	28000	$21.2675	Acquired	88428	Direct
2012-03-12	Common Stock	S	28000	$39.90	Disposed	60428	Direct
2012-03-13	Common Stock	M	18750	$32.4075	Acquired	79178	Direct
2012-03-13	Common Stock	S	18750	$40.90	Disposed	60428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	Employee Stock Option (right to buy)	$21.2675	M	28000	Disposed	2013-02-07	Common Stock (28000)	Direct
2012-03-13	Employee Stock Option (right to buy)	$32.4075	M	18750	Disposed	2014-02-09	Common Stock (18750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0.3252	Indirect

Footnotes

F1: Exercise and sale of shares pursuant to Rule 10b5-1 Plan.

F2: As of last statement dated December 31, 2011.

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