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 *
Pettit CD Baer
   2. Issuer Name and Ticker or Trading Symbol
MSCI Inc. [MSCI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Head of Index
(Last)
(First)
(Middle)
MSCI INC., 7 WORLD TRADE CENTER, 250 GREENWICH ST.		 3. Date of Earliest Transaction (Month/Day/Year)
01/27/2015
(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 01/27/2015   A   9,692 (1) A $ 0 163,917 D  
Common Stock 01/27/2015   A   32,994 (2) (3) A $ 0 196,911 D  

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Pettit CD Baer
MSCI INC.
7 WORLD TRADE CENTER, 250 GREENWICH ST.
NEW YORK, NY 10007		       Head of Index  

Signatures

 /s/ Cecilia Aza, attorney-in-fact   01/29/2015
**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) Restricted stock units (RSUs) vesting and converting to shares at a rate of 16.7%, 66.7% and 16.6% on the first, second and third anniversaries of the grant date, respectively. Each RSU represents a contingent right to receive one share of MSCI common stock.
(2) Performance stock units (PSUs) representing the minimum payout related to the grant of 36,663 PSUs subject to time- and performance-vesting. The PSUs vest in three equal tranches within a range of 90% to 110% on the last day of each of the performance periods based on the achievement of certain cumulative performance metrics for the three-year period comprised of fiscal years 2015, 2016 and 2017 (first tranche), the four-year period comprised of fiscal years 2015, 2016, 2017 and 2018 (second tranche) and the five-year period comprised of fiscal years 2015, 2016, 2017, 2018 and 2019 (third tranche). The first tranche of PSUs generally converts to shares no earlier than January 1 and no later than March 15, 2018, the second tranche of PSUs generally converts to shares no earlier than January 1 and no later than March 15, 2019 and the third tranche of PSUs generally converts to shares no earlier than January 1 and no later than March 15, 2020.
(3) Each PSU represents a contingent right to receive one share of MSCI common stock.

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