On November 5, 2009, MSCI Inc. (the "Registrant") entered into an Underwriting Agreement (the "Agreement") with Morgan Stanley & Co. Incorporated, as underwriter (the "Underwriter"), for the issuance and sale by the Registrant of an aggregate of 3,795,000 shares of its class A common stock, par value $0.01 per share, including 495,000 shares subject to the Underwriter's option to purchase additional shares. The offering is being made pursuant to the Registrant's registration statement on Form S-3 (Registration No. 333-159311) dated May 18, 2009 and the related prospectus supplement dated November 5, 2009. The foregoing description does not purport to be a complete statement of the parties' rights and obligations under the Agreement. The Agreement is filed as Exhibit 1.1 to this Form 8-K. The description of the material terms of the Agreement is qualified in its entirety by reference to such exhibit.

(d) Exhibits.

Exhibit No.       Description
Exhibit 1.1       Underwriting Agreement, dated November 5, 2009, between
                  MSCI Inc. and Morgan Stanley & Co. Incorporated, as
                  underwriter

Exhibit 5.1       Opinion of Davis Polk & Wardwell LLP

Exhibit 23.1      Consent of Davis Polk & Wardwell LLP (included in
                  Exhibit 5.1)