Edgar Filing: MURRAY CHESTER V

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â MURRAY CHESTER V

2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2004

3. Issuer Name and Ticker or Trading Symbol
MOODYS CORP /DE/ [MCO]

(Last)

(First)

(Middle)

99 CHURCH STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
EVP-Moody's Investors Service

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10007

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,273	D	Â
Common Stock	1,494 ⁽¹⁾	I ⁽¹⁾	401-K

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	12/23/1997⁽²⁾	12/23/2006	Common Stock	14,048	$ 16.8754	D	Â
Employee Stock Option (right to buy)	12/22/1998⁽²⁾	12/22/2007	Common Stock	9,328	$ 21.4718	D	Â
Employee Stock Option (right to buy)	07/01/1999⁽²⁾	07/01/2008	Common Stock	11,010	$ 25.7728	D	Â
Employee Stock Option (right to buy)	09/01/1999⁽²⁾	09/01/2008	Common Stock	12,420	$ 18.0762	D	Â
Employee Stock Option (right to buy)	09/16/1999⁽²⁾	09/16/2008	Common Stock	6,036	$ 19.0413	D	Â
Employee Stock Option (right to buy)	12/21/2000⁽²⁾	12/21/2009	Common Stock	13,610	$ 21.9833	D	Â
Employee Stock Option (right to buy)	01/19/2001⁽²⁾	01/19/2010	Common Stock	7,550	$ 21.4184	D	Â
Employee Stock Option (right to buy)	10/03/2001⁽²⁾	10/03/2010	Common Stock	45,000	$ 28.125	D	Â
Employee Stock Option (right to buy)	02/07/2003⁽²⁾	02/07/2012	Common Stock	40,000	$ 39.975	D	Â
Employee Stock Option (right to buy)	02/07/2004⁽²⁾	02/07/2013	Common Stock	43,000	$ 42.535	D	Â
Employee Stock Option (right to buy)	02/09/2005⁽²⁾	02/09/2014	Common Stock	33,750	$ 64.815	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MURRAY CHESTER V 99 CHURCH STREET NEW YORK,Â NYÂ 10007	Â	Â	Â	EVP-Moody's Investors Service

Signatures

Chester V. Murray		10/14/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 September 30, 2004.
(2)	One fourth of the options vest each year beginning with the date indicated.

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