8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 11, 2008

MSCI Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33812	13-4038723
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

88 Pine Street, New York, NY 10005	10005
(Address of principal executive offices)	(Zip Code)

(212) 804-3900

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On April 11, 2008, MSCI Inc. (the “Registrant”) announced that it filed a Registration Statement on Form S-1 relating to the sale by Morgan Stanley and Capital Group International, Inc. of up to 30,861,235 shares of MSCI class A common stock, par value $0.01 per share.  A copy of the press release containing this information is annexed as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press release of the Registrant dated April 11, 2008.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MSCI Inc.
Date: April 11, 2008	By:	/s/ Henry A. Fernandez
	Name:	Henry A. Fernandez
	Title:	Chief Executive Officer, President and Chairman

EX-99.1

Exhibit 99.1

www.mscibarra.com

MSCI Inc. files S-1 for Secondary Sale of its Common Stock

New York – April 11, 2008 – MSCI Inc. (NYSE:MXB) announced today that it has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 relating to the sale by Morgan Stanley and Capital Group International, Inc. of up to 30,861,235 shares of MSCI class A common stock, par value $0.01 per share.

This announcement is neither an offer to sell nor a solicitation of an offer to buy shares of class A common stock.  Any offering of these securities will be made only by means of a prospectus and a related prospectus supplement.  A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

MSCI Inc. Contact:

MSCI Inc. Investor Relations + 1.866.447.7874