UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   February 5, 2009


MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)


Delaware

  1-14037

13-3998945

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


7 World Trade Center at 250 Greenwich Street
New York, New York 10007

(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code:   (212) 553-0300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02,     "Results of Operations and Financial Condition"

On February 5, 2009, Moody's Corporation (the "Company") announced its financial results for the fourth quarter and full year ended December 31, 2008. A copy of the press release containing the announcement is included as Exhibit 99.1. The information contained in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

Item 7.01,     "Regulation FD Disclosure"

The information set forth under Item 2.02, "Results of Operations and Financial Condition" is incorporated herein by reference.

Item 9.01,     "Financial Statements and Exhibits"

(d)  Exhibits

  99.1 Press release of Moody's Corporation dated February 5, 2009, announcing results for the fourth quarter and full year ended December 31, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MOODY'S CORPORATION

 
 
 

 

 

By:

/s/ John J. Goggins

John J. Goggins

Senior Vice President and General Counsel

 

 

Date:

February 5, 2009

 

INDEX TO EXHIBITS


Exhibit No.

Description

 
99.1

Press release of Moody's Corporation dated February 5, 2009, announcing results for the fourth quarter and full year ended December 31, 2008.