Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 (Month/Day/Year)
05/21/2015
(Street)

NEW YORK, NY 10007		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/21/2015   M   158,401 A $ 36.7 1,220,414 D  
Common Stock 05/21/2015   M   569,720 A $ 18 1,790,134 D  
Common Stock 05/21/2015   F   519,101 (1) D $ 63.01 1,271,033 D  
Common Stock               122,651 I By 2012 GRAT (2)
Common Stock               226,723 I By Fernandez 2007 Children's Trust
Common Stock               7,900 I By Son
Common Stock               3,625 I By Son
Common Stock               730 I By Daughter

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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
Option to purchase common stock $ 36.7 05/21/2015   M     158,401   (3) 12/14/2020 Common Stock 158,401 $ 0 49,774 D  
Option to purchase common stock $ 18 05/21/2015   M     569,720   (4) 11/14/2017 Common Stock 569,720 $ 0 0 D  

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   05/26/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of MSCI Inc. common stock underlying the stock options withheld by MSCI Inc. on exercise (i) as payment of the applicable exercise price of the stock options pursuant to the applicable stock option award agreement and (ii) to satisfy the applicable tax withholding requirement arising from the exercise of the stock options.
(2) The Reporting Person is trustee and sole annuitant.
(3) Options to purchase 208,175 shares of MSCI Inc. common stock granted on December 14, 2010, subject to time-vesting and price-vesting conditions. Tranches in the amount of 54,935 options, 52,631 options and 50,835 options time-vested on December 14, 2012, December 14, 2013 and December 14, 2014, respectively. The final tranche in the amount of 49,774 options will time-vest on December 14, 2015. The time-vested option tranches price-vested on December 9, 2013, December 2, 2014 and February 6, 2015, respectively. The final tranche will price-vest if the closing price of MSCI Inc. common stock satisfies the price target of $56.70 for 20 consecutive days following the time-vesting date and prior to the expiration date.
(4) Options to purchase 569,720 shares of MSCI Inc. common stock granted on November 14, 2007, which vested 50% on November 14, 2009 and 25% on November 14 of each of 2010 and 2011.

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