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): July 29, 2005

                               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 July 29, 2005,  Moody's  Corporation (the "Company")  announced its financial
results  for the  quarter  ended  June 30,  2005.  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.

Item 9.01, "Financial Statements and Exhibits"

(c) Exhibits

99.1 Press release of Moody's Corporation dated July 29, 2005 announcing results
     for the quarter ended June 30, 2005.




                                    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: July 29, 2005