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) 7 WORLD TRADE CENTER, 250 GREENWICH STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/29/2013 (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 12/24/2012   G V 160,000 (1) D $ 0 801,258 (2) D   Common Stock 01/29/2013   A   79,959 (3) A $ 0 881,217 D   Common Stock               200,000 I By 2012 GRAT (4) Common Stock               171,349 I By 2010 GRAT (4) Common Stock 12/24/2012   G V 160,000 (1) A $ 0 213,541 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

Reporting Owners

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

Signatures

/s/ Cecilia Aza, attorney-in-fact		01/31/2013
**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 transferred as a gift to the Fernandez 2007 Children's Trust of which the Reporting Person's spouse is the Trustee and his children are the beneficiaries.
(2)	Reflects (i) the transfer of 200,000 shares from the Reporting Person to the 2012 Grantor Retained Annuity Trust ("GRAT") on December 24, 2012 which changed the Reporting Person's beneficial ownership of such shares from direct to indirect ownership and (ii) the distribution and transfer on December 24, 2012 of 159,295 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.
(3)	Includes (i) 53,306 restricted stock units (RSUs) vesting and converting to shares at a rate of 33 1/3% on the first, second and third anniversaries of the grant date and (ii) 26,653 performance stock units (PSUs) representing the minimum payout related to the grant of 53,306 PSUs subject to time- and performance-vesting. The PSUs time-vest at a rate of 50% on each of December 31, 2014 and 2015 and performance-vest (within a range of 50% and 150%) based on the achievement of certain cumulative performance metrics for the 2013 and 2014 fiscal years. The first tranche of PSUs generally converts to shares no earlier than January 1 and no later than March 15, 2015 and the second tranche of PSUs generally converts to shares no earlier than January 1 and no later than March 15, 2016. Each RSU and PSU represents a contingent right to receive one share of MSCI common stock.
(4)	Mr. Fernandez is trustee and sole annuitant.

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