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): October 27, 2004

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

            Delaware                        1-14037              13-3998945
(State or Other Jurisdiction of    (Commission File Number)    (IRS Employer
         Incorporation)                                     Identification No.)


                                99 Church 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 October 27, 2004, the Company announced its financial results for the
quarter ended September 30, 2004. A copy of the press release containing the
announcement is included as Exhibit 99.1 to this Current Report and is
incorporated herein by reference. The Company does not intend for the
information contained in this report on Form 8-K to be considered filed under
the Securities Exchange Act of 1934 or incorporated by reference into future
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.
The foregoing information is provided pursuant to Item 2.02, "Results of
Operations and Financial Condition" of Form 8-K.


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. The foregoing
information is provided pursuant to Item 7.01, "Regulation FD Disclosure" of
Form 8-K.



                                    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: October 27, 2004