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