content: <PAGE>
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
  
  
                                     FORM 144
                       NOTICE OF PROPOSED SALE OF SECURITIES
               PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  
  
  
  
  
  
  ATTENTION:   TRANSMIT FOR FILING 3 COPIES OF THIS FORM CONCURRENTLY WITH
               EITHER PLACING AN ORDER WITH A BROKER TO EXECUTE SALE OR
               EXECUTING A SALE DIRECTLY WITH A MARKET MAKER.
  
  
  <TABLE>
  <CAPTION>
  <S>                                                       <C>                  <C>
  1 (a) NAME OF ISSUER (PLEASE TYPE OR PRINT)               (b) IRS IDENT. NO.   (c) S.E.C. FILE NO.
        Moody's Corporation                                     133998945            001-14037
  
  </TABLE>
  
  
  <TABLE>
  <CAPTION>
  <S>                                           <C>           <C>               <C>                 <C>                  <C>
  1 (d) ADDRESS OF ISSUER     STREET            CITY          STATE             ZIP CODE            (e) TELEPHONE NO.
        99 Church Street                        New York      NY                10007                   212-533-0300
  
  
                                                                                                    AREA CODE             NUMBER
  
  2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE    (b) IRS       (c) RELATIONSHIP   (d) ADDRESS STREET CITY  STATE           ZIP CODE
     SECURITIES ARE TO BE SOLD                  IDENT. NO.        TO ISSUER
     John Rutherfurd, Jr.                                         Officer and        99 Church Street, New York, NY       10007
                                                                  Director
  
  
  </TABLE>
  
  INSTRUCTION: THE PERSON FILING THIS NOTICE SHOULD CONTACT THE ISSUER TO
               OBTAIN THE I.R.S. IDENTIFICATION NUMBER AND THE S.E.C. FILE NUMBER.
  
  
  <TABLE>
  <CAPTION>
  <S>            <C>                   <C>             <C>           <C>            <C>           <C>               <C>
  3 (a)          (b)                                   (c)           (d)            (e)           (f)               (g)
  
                 NAME AND ADDRESS
                 OF EACH BROKER
                 THROUGH WHOM THE                      NUMBER OF                    NUMBER OF                        NAME OF
                 SECURITIES ARE TO     SEC USE ONLY    SHARES OR                    SHARES OR     APPROXIMATE         EACH
  TITLE OF THE   BE OFFERED OR                         OTHER UNITS   AGGREGATE      OTHER UNITS   DATE OF SALE      SECURITIES
    CLASS OF     EACH MARKET MAKER     BROKER-DEALER   TO BE SOLD    MARKET VALUE   OUTSTANDING   (SEE INSTR.        EXCHANGE
   SECURITIES    WHO IS ACQUIRING      FILE NUMBER     (SEE INSTR.   (SEE INSTR.    (SEE INSTR.       3(f))         (SEE INSTR.
   TO BE SOLD    THE SECURITIES                         3(c))         3(d)           3(e))        (MO. DAY YR.)       3(g))
   ----------     --------------         --------       --------      ---------       --------      --------          ----
  Common         Vanguard Brokerage                       8,000        $634,800      147,768,215     11/3/04          NYSE
                 Services,
                 P.O. Box 1170
                 Valley Forge, PA
                 19482
  
  </TABLE>
  
  
  INSTRUCTIONS:
  
  1.(a) Name of issuer
    (b) Issuer's I.R.S. Identification Number
    (c) Issuer's S.E.C. file number, if any
    (d) Issuer's address, including zip code
    (e) Issuer's telephone number, including area code
  
  2.(a) Name of person for whose account the securities are to be sold
    (b) Such person's I.R.S. identification number, if such person is an entity
    (c) Such person's relationship to the issuer (e.g., officer, director, 10%
        stockholder, or member of immediate family of any of the foregoing)
    (d) Such person's address, including zip code
  
  3.(a) Title of the class of securities to be sold
    (b) Name and address of each broker through whom the securities are intended
        to be sold
    (c) Number of shares or other units to be sold (if debt securities, give the
        aggregate face amount)
    (d) Aggregate market value of the securities to be sold as of a specified date
        within 10 days prior to the filing of this notice
    (e) Number of shares or other units of the class outstanding, or if debt
        securities the face amount thereof outstanding, as shown by the most
        recent report or statement published by the issuer
    (f) Approximate date on which the securities are to be sold
    (g) Name of each securities exchange, if any, on which the securities are
        intended to be sold
  
  
  
  <PAGE>
                           TABLE I - SECURITIES TO BE SOLD
  
           FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE ACQUISITION OF
           THE SECURITIES TO BE SOLD AND WITH RESPECT TO THE PAYMENT OF ALL OR ANY
           PART OF THE PURCHASE PRICE OR OTHER CONSIDERATION THEREFOR:
  
  <TABLE>
  <CAPTION>
                                                              NAME OF PERSON FROM WHOM ACQUIRED    AMOUNT OF
  TITLE OF        DATE YOU        NATURE OF ACQUISITION         (IF GIFT, ALSO GIVE DATE DONOR     SECURITIES    DATE OF     NATURE OF
  THE CLASS       ACQUIRED            TRANSACTION                        ACQUIRED)                 ACQUIRED      PAYMENT      PAYMENT
  ---------       --------            -----------                        ---------                 --------      -------      -------
  <S>             <C>             <C>                         <C>                                   <C>          <C>         <C>
  Common          12/14/00          Employee Stock                  Moody's Corporation              8,000       12/14/00       Cash
                                    Option Exercise
  
  
  </TABLE>
  
  
  
  INSTRUCTIONS: 1.  IF THE SECURITIES WERE PURCHASED AND FULL PAYMENT THEREFOR WAS
                    NOT MADE IN CASH AT THE TIME OF PURCHASE, EXPLAIN IN THE TABLE
                    OR IN A NOTE THERETO THE NATURE OF THE CONSIDERATION GIVEN. IF
                    THE CONSIDERATION CONSISTED OF ANY NOTE OR OTHER OBLIGATION,
                    OR IF PAYMENT WAS MADE IN INSTALLMENTS DESCRIBE THE
                    ARRANGEMENT AND STATE WHEN THE NOTE OR OTHER OBLIGATION WAS
                    DISCHARGED IN FULL OR THE LAST INSTALLMENT PAID.
  
  
  
  
                2.  IF WITHIN TWO YEARS AFTER THE ACQUISITION OF THE SECURITIES
                    THE PERSON FOR WHOSE ACCOUNT THEY ARE TO BE SOLD HAD ANY SHORT
                    POSITIONS, PUT OR OTHER OPTION TO DISPOSE OF SECURITIES
                    REFERRED TO IN PARAGRAPH (d)(3) OF RULE 144, FURNISH FULL
                    INFORMATION WITH RESPECT THERETO.
  
  
                 TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
  
       FURNISH THE FOLLOWING INFORMATION AS TO ALL SECURITIES OF THE ISSUER SOLD
  DURING THE PAST 3 MONTHS BY THE PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO
  BE SOLD.
  
  <TABLE>
  <CAPTION>
                                                                                                   AMOUNT OF
                                                                                                  SECURITIES
          NAME AND ADDRESS OF SELLER         TITLES OF SECURITIES SOLD         DATE OF SALE          SOLD         GROSS PROCEEDS
          --------------------------         -------------------------         ------------          ----         --------------
  <S>                                        <C>                               <C>                <C>             <C>
          John Rutherfurd, Jr.,                     Common                      11/2/04             37,024        $2,219,342.20
          99 Church Street, New York,
          NY 10007
  </TABLE>
  
  REMARKS:
  
  INSTRUCTIONS:
  SEE THE DEFINITION OF "PERSON" IN PARAGRAPH (a) OF RULE 144. INFORMATION IS TO
  BE GIVEN NOT ONLY AS TO THE PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE
  SOLD BUT ALSO AS TO ALL OTHER PERSONS INCLUDED IN THAT DEFINITION. IN ADDITION,
  INFORMATION SHALL BE GIVEN AS TO SALES BY ALL PERSONS WHOSE SALES ARE REQUIRED
  BY PARAGRAPH (e) OF RULE 144 TO BE AGGREGATED WITH SALES FOR THE ACCOUNT OF THE
  PERSON FILING THIS NOTICE.
  
  ATTENTION:
  
  THE PERSON FOR WHOSE ACCOUNT THE SECURITIES TO WHICH THIS NOTICE RELATES ARE TO
  BE SOLD HEREBY REPRESENTS BY SIGNING THIS NOTICE THAT HE DOES NOT KNOW ANY
  MATERIAL ADVERSE INFORMATION IN REGARD TO THE CURRENT AND PROSPECTIVE OPERATIONS
  OF THE ISSUER OF THE SECURITIES TO BE SOLD WHICH HAS NOT BEEN PUBLICLY
  DISCLOSED.
  
  
  -------------------------         ----------------------------------------
       DATE OF NOTICE                    (SIGNATURE)
  
  
  THE NOTICE SHALL BE SIGNED BY THE PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO
  BE SOLD. AT LEAST ONE COPY OF THE NOTICE SHALL BE MANUALLY SIGNED. ANY COPIES
  NOT MANUALLY SIGNED SHALL BEAR TYPED OR PRINTED SIGNATURES.
  
  
  ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSION OF FACTS CONSTITUTE FEDERAL
  CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
  
                                                                    SEC 1147(7-97)
                                                                      NYA 275472.2
metadata_documents: [{"type": "144", "sequence": "1", "filename": "y68342ffe144.txt", "description": "FORM 144", "secsgml_size_bytes": 9150}]
text: UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                                     FORM 144
                       NOTICE OF PROPOSED SALE OF SECURITIES
               PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  
  ATTENTION:   TRANSMIT FOR FILING 3 COPIES OF THIS FORM CONCURRENTLY WITH
               EITHER PLACING AN ORDER WITH A BROKER TO EXECUTE SALE OR
               EXECUTING A SALE DIRECTLY WITH A MARKET MAKER.
  1 (a) NAME OF ISSUER (PLEASE TYPE OR PRINT)               (b) IRS IDENT. NO.   (c) S.E.C. FILE NO.
        Moody's Corporation                                     133998945            001-14037
  1 (d) ADDRESS OF ISSUER     STREET            CITY          STATE             ZIP CODE            (e) TELEPHONE NO.
        99 Church Street                        New York      NY                10007                   212-533-0300
  
                                                                                                    AREA CODE             NUMBER
  
  2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE    (b) IRS       (c) RELATIONSHIP   (d) ADDRESS STREET CITY  STATE           ZIP CODE
     SECURITIES ARE TO BE SOLD                  IDENT. NO.        TO ISSUER
     John Rutherfurd, Jr.                                         Officer and        99 Church Street, New York, NY       10007
                                                                  Director
  INSTRUCTION: THE PERSON FILING THIS NOTICE SHOULD CONTACT THE ISSUER TO
               OBTAIN THE I.R.S. IDENTIFICATION NUMBER AND THE S.E.C. FILE NUMBER.
  3 (a)          (b)                                   (c)           (d)            (e)           (f)               (g)
  
                 NAME AND ADDRESS
                 OF EACH BROKER
                 THROUGH WHOM THE                      NUMBER OF                    NUMBER OF                        NAME OF
                 SECURITIES ARE TO     SEC USE ONLY    SHARES OR                    SHARES OR     APPROXIMATE         EACH
  TITLE OF THE   BE OFFERED OR                         OTHER UNITS   AGGREGATE      OTHER UNITS   DATE OF SALE      SECURITIES
    CLASS OF     EACH MARKET MAKER     BROKER-DEALER   TO BE SOLD    MARKET VALUE   OUTSTANDING   (SEE INSTR.        EXCHANGE
   SECURITIES    WHO IS ACQUIRING      FILE NUMBER     (SEE INSTR.   (SEE INSTR.    (SEE INSTR.       3(f))         (SEE INSTR.
   TO BE SOLD    THE SECURITIES                         3(c))         3(d)           3(e))        (MO. DAY YR.)       3(g))
   ----------     --------------         --------       --------      ---------       --------      --------          ----
  Common         Vanguard Brokerage                       8,000        $634,800      147,768,215     11/3/04          NYSE
                 Services,
                 P.O. Box 1170
                 Valley Forge, PA
                 19482
  INSTRUCTIONS:
  
  1.(a) Name of issuer
    (b) Issuer's I.R.S. Identification Number
    (c) Issuer's S.E.C. file number, if any
    (d) Issuer's address, including zip code
    (e) Issuer's telephone number, including area code
  
  2.(a) Name of person for whose account the securities are to be sold
    (b) Such person's I.R.S. identification number, if such person is an entity
    (c) Such person's relationship to the issuer (e.g., officer, director, 10%
        stockholder, or member of immediate family of any of the foregoing)
    (d) Such person's address, including zip code
  
  3.(a) Title of the class of securities to be sold
    (b) Name and address of each broker through whom the securities are intended
        to be sold
    (c) Number of shares or other units to be sold (if debt securities, give the
        aggregate face amount)
    (d) Aggregate market value of the securities to be sold as of a specified date
        within 10 days prior to the filing of this notice
    (e) Number of shares or other units of the class outstanding, or if debt
        securities the face amount thereof outstanding, as shown by the most
        recent report or statement published by the issuer
    (f) Approximate date on which the securities are to be sold
    (g) Name of each securities exchange, if any, on which the securities are
        intended to be sold
  TABLE I - SECURITIES TO BE SOLD
  
           FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE ACQUISITION OF
           THE SECURITIES TO BE SOLD AND WITH RESPECT TO THE PAYMENT OF ALL OR ANY
           PART OF THE PURCHASE PRICE OR OTHER CONSIDERATION THEREFOR:
  NAME OF PERSON FROM WHOM ACQUIRED    AMOUNT OF
  TITLE OF        DATE YOU        NATURE OF ACQUISITION         (IF GIFT, ALSO GIVE DATE DONOR     SECURITIES    DATE OF     NATURE OF
  THE CLASS       ACQUIRED            TRANSACTION                        ACQUIRED)                 ACQUIRED      PAYMENT      PAYMENT
  ---------       --------            -----------                        ---------                 --------      -------      -------
  Common          12/14/00          Employee Stock                  Moody's Corporation              8,000       12/14/00       Cash
                                    Option Exercise
  INSTRUCTIONS: 1.  IF THE SECURITIES WERE PURCHASED AND FULL PAYMENT THEREFOR WAS
                    NOT MADE IN CASH AT THE TIME OF PURCHASE, EXPLAIN IN THE TABLE
                    OR IN A NOTE THERETO THE NATURE OF THE CONSIDERATION GIVEN. IF
                    THE CONSIDERATION CONSISTED OF ANY NOTE OR OTHER OBLIGATION,
                    OR IF PAYMENT WAS MADE IN INSTALLMENTS DESCRIBE THE
                    ARRANGEMENT AND STATE WHEN THE NOTE OR OTHER OBLIGATION WAS
                    DISCHARGED IN FULL OR THE LAST INSTALLMENT PAID.
  
                2.  IF WITHIN TWO YEARS AFTER THE ACQUISITION OF THE SECURITIES
                    THE PERSON FOR WHOSE ACCOUNT THEY ARE TO BE SOLD HAD ANY SHORT
                    POSITIONS, PUT OR OTHER OPTION TO DISPOSE OF SECURITIES
                    REFERRED TO IN PARAGRAPH (d)(3) OF RULE 144, FURNISH FULL
                    INFORMATION WITH RESPECT THERETO.
  
                 TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
  
       FURNISH THE FOLLOWING INFORMATION AS TO ALL SECURITIES OF THE ISSUER SOLD
  DURING THE PAST 3 MONTHS BY THE PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO
  BE SOLD.
  AMOUNT OF
                                                                                                  SECURITIES
          NAME AND ADDRESS OF SELLER         TITLES OF SECURITIES SOLD         DATE OF SALE          SOLD         GROSS PROCEEDS
          --------------------------         -------------------------         ------------          ----         --------------
  John Rutherfurd, Jr.,                     Common                      11/2/04             37,024        $2,219,342.20
          99 Church Street, New York,
          NY 10007
  REMARKS:
  
  INSTRUCTIONS:
  SEE THE DEFINITION OF "PERSON" IN PARAGRAPH (a) OF RULE 144. INFORMATION IS TO
  BE GIVEN NOT ONLY AS TO THE PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE
  SOLD BUT ALSO AS TO ALL OTHER PERSONS INCLUDED IN THAT DEFINITION. IN ADDITION,
  INFORMATION SHALL BE GIVEN AS TO SALES BY ALL PERSONS WHOSE SALES ARE REQUIRED
  BY PARAGRAPH (e) OF RULE 144 TO BE AGGREGATED WITH SALES FOR THE ACCOUNT OF THE
  PERSON FILING THIS NOTICE.
  
  ATTENTION:
  
  THE PERSON FOR WHOSE ACCOUNT THE SECURITIES TO WHICH THIS NOTICE RELATES ARE TO
  BE SOLD HEREBY REPRESENTS BY SIGNING THIS NOTICE THAT HE DOES NOT KNOW ANY
  MATERIAL ADVERSE INFORMATION IN REGARD TO THE CURRENT AND PROSPECTIVE OPERATIONS
  OF THE ISSUER OF THE SECURITIES TO BE SOLD WHICH HAS NOT BEEN PUBLICLY
  DISCLOSED.
  
  -------------------------         ----------------------------------------
       DATE OF NOTICE                    (SIGNATURE)
  
  THE NOTICE SHALL BE SIGNED BY THE PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO
  BE SOLD. AT LEAST ONE COPY OF THE NOTICE SHALL BE MANUALLY SIGNED. ANY COPIES
  NOT MANUALLY SIGNED SHALL BEAR TYPED OR PRINTED SIGNATURES.
  
  ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSION OF FACTS CONSTITUTE FEDERAL
  CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
  
                                                                    SEC 1147(7-97)
                                                                      NYA 275472.2