Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Zangari Peter J.
2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2012
3. Issuer Name and Ticker or Trading Symbol
MSCI Inc. [MSCI]
(Last)
(First)
(Middle)
MSCI INC., 7 WORLD TRADE CENTER, 250 GREENWICH STREET, 49TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Head Portfolio Mgmt Analytics
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10007
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 22,680 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zangari Peter J.
MSCI INC., 7 WORLD TRADE CENTER
250 GREENWICH STREET, 49TH FLOOR
NEW YORK, NY 10007
      Head Portfolio Mgmt Analytics  

Signatures

/s/ Cecilia Aza, attorney-in-fact 11/13/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes (i) 9,466 shares of common stock, (ii) 6,063 restricted stock units (RSUs) vesting and converting to shares of common stock at rates of approximately 76% and 24% on December 15, 2012 and 2013, respectively, (iii) 4,767 RSUs vesting and converting to shares of common stock at a rate of 33 1/3% on the first, second and third anniversaries of February 2, 2012 and (iv) 2,384 performance stock units (PSUs) representing the minimum payout related to the grant of 4,767 PSUs subject to time- and performance-vesting. The PSUs time-vest at a rate of 50% on each of December 31, 2013 and 2014 and performance-vest (within a range of 50% and 150%) based on the achievement of certain cumulative performance metrics for the 2012 and 2013 fiscal years. The first tranche of PSUs generally converts to shares of common stock no earlier than January 1 and no later than March 15, 2014 and the second tranche of PSUs generally converts to shares of common stock no earlier than January 1[cont FN2]
(2) [cont from FN1] and no later than March 15, 2015. Each RSU and PSU represents a contingent right to receive one share of common stock.

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