Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DERING JEANNE
   2. Issuer Name and Ticker or Trading Symbol
MOODYS CORP /DE/ [MCO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP and CFO
(Last)
(First)
(Middle)
99 CHURCH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005
(Street)

NEW YORK, NY 10007		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2005   F   668 D $ 85.22 17,005 D  
Common Stock               1,510 (1) I 401-K
Common Stock 02/09/2005   F   236 D $ 85.22 6,961 I Spouse
Common Stock 05/02/2005   M   4,658 A $ 16.1649 11,619 I Spouse
Common Stock 05/02/2005   M   5,194 A $ 21.4718 16,813 I Spouse
Common Stock 05/02/2005   M   5,610 A $ 25.7728 22,423 I Spouse
Common Stock 05/02/2005   M   6,290 A $ 21.9833 28,713 I Spouse
Common Stock 05/02/2005   M   3,500 A $ 21.4184 32,213 I Spouse
Common Stock 05/02/2005   M   22,500 A $ 28.125 54,713 I Spouse
Common Stock 05/02/2005   M   3,750 A $ 33.92 58,463 I Spouse
Common Stock 05/02/2005   M   18,750 A $ 39.975 77,213 I Spouse
Common Stock 05/02/2005   M   11,500 A $ 42.535 88,713 I Spouse
Common Stock 05/02/2005   M   3,750 A $ 64.815 92,463 I Spouse
Common Stock 05/02/2005   S   30,000 D $ 82.25 62,463 I Spouse
Common Stock 05/02/2005   S   600 D $ 82.23 61,863 I Spouse
Common Stock 05/02/2005   S   24,400 D $ 81.95 37,463 I Spouse
Common Stock 05/02/2005   S   702 D $ 82.47 36,761 I Spouse
Common Stock 05/02/2005   S   29,800 D $ 81.9 4,271 I Spouse
Common Stock               2,134 (1) I Spouse 401-K

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 16.1649 05/02/2005   M     4,658 11/15/1997(2) 11/15/2006 Common Stock 4,658 $ 0 0 I Spouse
Employee Stock Option (right to buy) $ 21.4718 05/02/2005   M     5,194 12/22/1998(2) 12/22/2007 Common Stock 5,194 $ 0 0 I Spouse
Employee Stock Option (right to buy) $ 25.7728 05/02/2005   M     5,610 07/01/1999(2) 07/01/2008 Common Stock 5,610 $ 0 0 I Spouse
Employee Stock Option (right to buy) $ 21.9833 05/02/2005   M     6,290 12/21/2000(2) 12/21/2009 Common Stock 6,290 $ 0 0 I Spouse
Employee Stock Option (right to buy) $ 21.4184 05/02/2005   M     3,500 01/19/2001(2) 01/10/2010 Common Stock 3,500 $ 0 0 I Spouse
Employee Stock Option (right to buy) $ 28.125 05/02/2005   M     22,500 10/03/2001(2) 10/03/2010 Common Stock 22,500 $ 0 0 I Spouse
Employee Stock Option (right to buy) $ 33.92 05/02/2005   M     3,750 07/02/2002(2) 07/02/2011 Common Stock 3,750 $ 0 0 I Spouse
Employee Stock Option (right to buy) $ 39.975 05/02/2005   M     18,750 02/07/2003(2) 02/07/2012 Common Stock 18,750 $ 0 0 I Spouse
Employee Stock Option (right to buy) $ 42.535 05/02/2005   M     11,500 02/07/2004(2) 02/07/2013 Common Stock 11,500 $ 0 0 I Spouse
Employee Stock Option (right to buy) $ 64.815 05/02/2005   M     3,750 02/09/2005(2) 02/09/2014 Common Stock 3,750 $ 0 0 I Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DERING JEANNE
99 CHURCH STREET
NEW YORK, NY 10007		       Executive VP and CFO  

Signatures

 John J. Goggins, by power of attorney for Jeanne Dering   05/04/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) As of the last statement dated May 2, 2005.
(2) One fourth of the options vested each year beginning with the date indicated.

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