United States securities and exchange commission logo

                              September 19, 2022

       Henry A. Fernandez
       Chairman and Chief Executive Officer
       MSCI Inc.
       7 World Trade Center
       250 Greenwich Street, 49th Floor
       New York, NY 10007

                                                        Re: MSCI Inc.
                                                            Definitive Proxy
Statement on Schedule 14A
                                                            Filed April 26,
                                                            File No. 001-33812

       Dear Mr. Fernandez:

             We have limited our review of your most recent definitive proxy
statement to those issues
       we have addressed in our comments.

               Please respond to these comments by confirming that you will
enhance your future proxy
       disclosures in accordance with the topics discussed below as well as any
material developments
       to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.

       Definitive Proxy Statement on Schedule 14A filed April 26, 2022


   1.                                                   Please expand your
discussion of the reasons you believe that your leadership structure is
                                                        appropriate, addressing
your specific characteristics or circumstances. In your discussion,
                                                        please also address how
the experience of your Lead Director is brought to bear in
                                                        connection with your
board   s role in risk oversight.
   2.                                                   Please expand upon the
role that your Lead Director plays in the leadership of the board.
                                                        For example, please
enhance your disclosure to address whether or not your Lead Director

                                                              represent the
board in communications with shareholders and other stakeholders;
                                                              require board
consideration of, and/or override your CEO on, any risk matters; or
                                                              provide input on
design of the board itself.
 Henry A. Fernandez
MSCI Inc. LastNameHenry A. Fernandez
Comapany 19,
September NameMSCI
              2022    Inc.
Page 2    19, 2022 Page 2
FirstName LastName
3.       Please expand upon how your board administers its risk oversight
function. For example,
         please disclose:

                the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
              long-term) and how you apply different oversight standards based
upon the
              immediacy of the risk assessed;
                whether you consult with outside advisors and experts to
anticipate future threats and
              trends, and how often you re-assess your risk environment;
                how the board interacts with management to address existing
risks and identify
              significant emerging risks;
                whether you have a Chief Compliance Officer and to whom this
position reports; and
                how your risk oversight process aligns with your disclosure
controls and procedures.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at
(202) 551-
3412 with any questions.


                                                               Division of
Corporation Finance
Review Program