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


 
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SEC USE ONLY
DOCUMENT SEQUENCE NO.
 
CUSIP NUMBER
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. WORK LOCATION
 
MSCI Inc.
 
 
13-4038723
 
1408198
  
1 (d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e) TELEPHONE NO.
Wall Street Plaza, 88 Pine Street
 New York NY 10005 AREA CODE NUMBER
212 804-3900
2 (a) NAME OF PERSON FOR WHOSE
         ACCOUNT THE  SECURITIES
         ARE TO BE SOLD		 (b) IRS IDENT. NO. (c) RELATIONSHIP TO ISSUER (d) ADDRESS STREET CITY STATE ZIP CODE
 
Gary Retelny
 
  
 
Officer
c/o MSCI Inc.,
Wall Street Plaza, 88 Pine Street 
New York
NY
10005
 
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)
Title of the
Class of
Securities
To Be Sold 		(b)
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker
who is Acquiring the Securities 		SEC USE ONLY (c)
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c)) 		(d)
Aggregate
Market
Value
(See instr. 3(d)) 		(e)
Number of Shares
or Other Units
Outstanding
(See instr. 3(e)) 		(f)
Approximate
 Date of Sale
(See instr. 3(f))
(MO. DAY YR.) 		(g)
Name of Each
Securities Exchange
(See instr. 3(g))
 
Broker-Dealer
File Number
Common Stock
 
Michael Beloff
Morgan Stanley
4 Landmark Square, 2nd Floor
Stamford, CT 06901
 
  
42,800
1,337,500
(as of 7/7/08)
47,012,928
7/09/08
New York Stock
Exchange
 
 
 
            
 
 
 
            
INSTRUCTIONS:
1.
(a)
Name of issuer
  
3.
(a)
Title of the class of securities to be sold
 
(b)
Issuer’s I.R.S. Identification Number
    
(b)
Name and address of each broker through whom the securities are intended to be sold
 
(c)
Issuer’s S.E.C. file number, if any
    
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(d)
Issuer’s address, including zip code
    
(d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior
 
(e)
Issuer’s telephone number, including area code
      
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
2.
(a)
Name of person for whose account the securities are to be sold
    
(f)
Approximate date on which the securities are to be sold
 
(b)
Such person’s I.R.S. identification number, if such person is an entity
    
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold
 
(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
        
 
Potential persons who are to 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.
 
SEC 1147 (02-08)
 
 
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:
Title of the Class Date you Acquired Nature of Acquisition Transaction Name of Person from Whom Acquired
(If gift, also give date donor acquired) 		Amount of Securities Acquired Date of Payment Nature of Payment
Common Stock
11/14/07
 
Purchase of shares in Issuer's directed share program in connection with its initial public offering
 
MSCI, Inc.
42,800
11/20/07
Cash
INSTRUCTIONS: 
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.
        
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.
Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of Securities Sold
Gross Proceeds
 
 
 
 
  
 
 
 
 
 
REMARKS:
 
 
INSTRUCTIONS:
 
ATTENTION:
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.
 
 
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. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1under the Exchange Act, by signing the form and indicating the date that the plan was adopted or theinstruction given, that person makes such representation as of the plan adoption or instruction date.
 
 
7/9/08
    
/s/ Gary Retelny
  
 
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.
 
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
IF RELYING ON RULE 10B5-1
  
 
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
 
SEC 1147 (02-08)