FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fernandez Henry A 		2. Issuer Name and Ticker or Trading Symbol

MSCI Inc. [ MSCI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, CEO and President
(Last)          (First)          (Middle)

MSCI INC., 7 WORLD TRADE CENTER, 250 GREENWICH ST 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/28/2015
(Street)

NEW YORK, NY 10007
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/28/2015     F    8008   (1) D $53.89   1070513   (2) (3) (4) D    
Common Stock                  122651   (3) I   By 2012 GRAT   (5)
Common Stock   1/30/2015     G   V 13182   D $0   0   (4) (6) I   By 2010 GRAT   (5)
Common Stock   1/30/2015     G   V 13182   A $0   226723   (6) I   By Fernandez 2007 Children's Trust  
Common Stock                  7900   I   By Son  
Common Stock                  3625   I   By Son  
Common Stock                  730   I   By Daughter  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents shares reacquired by MSCI Inc. to satisfy tax withholding obligations in connection with the vesting and conversion to shares of 14,975 restricted stock units granted to the Reporting Person on January 28, 2014.
( 2)  Amount excludes charitable gifts to educational institutions on behalf of the Reporting Person effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 5, 2014. The gifts consisted of 20,300 shares in the aggregate each transferred on August 29, 2014.
( 3)  Amount reflects the distribution and transfer on January 30, 2015 of 39,162 shares as an annuity payment from the 2012 GRAT to the Reporting Person which changed the Reporting Person's beneficial ownership of such shares from indirect to direct ownership.
( 4)  Amount reflects the distribution and transfer on January 30, 2015 of 158,167 shares as an annuity payment from the 2010 GRAT to the Reporting Person which changed the Reporting Person's beneficial ownership of such shares from indirect to direct ownership.
( 5)  The Reporting Person is trustee and sole annuitant.
( 6)  Amount reflects the distribution and transfer on January 30, 2015 of 13,182 shares from the 2010 GRAT to the Fernandez 2007 Children's Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fernandez Henry A
MSCI INC.
7 WORLD TRADE CENTER, 250 GREENWICH ST
NEW YORK, NY 10007 		X
Chairman, CEO and President

Signatures
/s/ Cecilia Aza, attorney-in-fact 1/30/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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