SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b).
(c),
AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment
No. ___)*
|
MSCI
Inc.
|
|
(Name
of Issuer)
|
|
Class
A Common Stock, par value $0.01 per share
|
|
(Title
of Class of Securities)
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|
55354G100**
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|
(CUSIP
Number)
|
|
November
13, 2007
|
|
(Date
of Event which Requires Filing of this
Statement)
|
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
o Rule
13d-1(c)
x Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
**
This
CUSIP number relates only to the Class A Common Stock of the
Issuer. The Class B Common Stock is of a separate class but is
convertible on a one-for-one basis into shares of Class A Common
Stock.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but
shall be
subject to all other provisions of the Act (however, see the
Notes).
| CUSIP No. 55354G100 |
13G
|
|
1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Morgan
Stanley
I.R.S.
#36-3145972
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|
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
|
o
o
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
state of organization is Delaware.
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
|
SOLE
VOTING POWER
81,038,764.79
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|
6
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SHARED
VOTING POWER
0
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|
|
7
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SOLE
DISPOSITIVE POWER
81,038,764.79
|
|
|
8
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SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,038,764.79
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
81.0%
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|
|
12
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TYPE
OF REPORTING PERSON
HC,
CO
|
Item
1(a). Name
of Issuer:
MSCI
Inc.
Item
1(b). Address
of Issuer’s Principal Executive Offices:
88
Pine
Street
New
York,
NY 10005
Item
2(a). Name
of Person Filing:
Morgan
Stanley
Item
2(b). Address
of Principal Business Office or, if None, Residence:
1585
Broadway
New
York,
NY 10036
Item
2(c). Citizenship:
The
state
of organization is Delaware.
Item
2(d). Title
of Class of Securities:
Class
A
Common Stock, par value $0.01 per share, of MSCI Inc.
Item
2(e). CUSIP
Number:
55354G100. (This
CUSIP number relates only to the Class A Common Stock of the
Issuer. The Class B Common Stock is of a separate class but is
convertible on a one-for-one basis into shares of Class A Common
Stock.)
Item
3. If
this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check
Whether the Person Filing is a:
Not
Applicable
Item
4. Ownership.
Morgan
Stanley is deemed to beneficially own 81,038,764.79 shares of the Class B Common
Stock, par value $0.01 per share, of MSCI Inc. Holders of
Class B Common Stock are entitled to 5 votes per share on all matters submitted
to a vote of stockholders. Each share of Class B Common Stock is
convertible into one share of Class A Common Stock.
|
|
(a)
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Amount
beneficially owned:
|
81,038,764.79
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(b)
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Percent
of class:
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81.0%
of
the total shares and 93.0% of the total voting power (based on 100,011,388
shares, 16,111,388 shares of the Class A Common Stock and 83,900,000 shares
of
the Class B Common Stock, outstanding at February 1, 2008).
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(c)
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Number
of shares as to which such person
has:
|
|
(i)
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Sole
power to vote or to direct the
vote:
|
81,038,764.79
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
0
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
81,038,764.79
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
0
Item
5. Ownership
of Five Percent or Less of a Class.
Not
Applicable
Item
6. Ownership
of More than Five Percent on Behalf of Another Person.
Not
Applicable
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company.
Not
Applicable
Item
8. Identification
and Classification of Members of the Group.
Not
Applicable
Item
9. Notice
of Dissolution of Group.
Not
Applicable
Item
10. Certifications.
Not
Applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Dated:
February 14, 2008
MORGAN
STANLEY
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|||
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By:
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/s/ Dennine Bullard | ||
| Name: |
Dennine
Bullard
|
||
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Title:
|
Executive
Director, Morgan Stanley & Co. Incorporated
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||
Attention. Intentional
misstatements or omissions of fact constitute federal criminal violations
(see 18 U.S.C. 1001).