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 *   Cantor Richard 2. Date of Event Requiring Statement (Month/Day/Year) 01/06/2009 3. Issuer Name and Ticker or Trading Symbol MOODYS CORP /DE/ [MCO] (Last) (First) (Middle) 7 WORLD TRADE CENTER, 250 GREENWICH STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Risk Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 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 9,832 D   Common Stock 0.3104 (1) I 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	02/07/2003(2)	02/07/2012	Common Stock	9,000	$ 19.9875	D	Â
Employee Stock Options (right to buy)	02/07/2004(2)	02/07/2013	Common Stock	28,000	$ 21.2675	D	Â
Employee Stock Options (right to buy)	02/09/2005(2)	02/09/2014	Common Stock	18,750	$ 32.4075	D	Â
Employee Stock Options (right to buy)	02/22/2006(2)	02/22/2015	Common Stock	16,080	$ 41.6875	D	Â
Employee Stock Options (right to buy)	02/08/2007(2)	02/08/2016	Common Stock	9,000	$ 63.09	D	Â
Employee Stock Options (right to buy)	02/12/2008(2)	02/12/2017	Common Stock	8,500	$ 72.715	D	Â
Employee Stock Options (right to buy)	02/12/2009(2)	02/12/2018	Common Stock	5,800	$ 38.07	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cantor Richard 7 WORLD TRADE CENTER 250 GREENWICH STREET NEW YORK, NY 10007	Â	Â	  Chief Risk Officer	Â

Signatures

Elizabeth McCarroll, by power of attorney for Richard Cantor.		01/15/2009
**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 last statement dated December 31, 2008.
(2)	One fourth of the options vest each year beginning with the date indicated.

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