Exhibit
10.4

    
       

      AMENDMENT NO. 1 TO
INTELLECTUAL PROPERTY AGREEMENT

       

      This
Amendment No. 1 to Intellectual Property Agreement (this “Amendment”) is entered into as
of July 21, 2008 by and between Morgan Stanley, a Delaware corporation (“Morgan Stanley”) and MSCI
Inc., a Delaware corporation (“MSCI”).

       

      RECITALS

       

      WHEREAS,
Morgan Stanley and MSCI are parties to an Intellectual Property Agreement dated
as of November 20, 2007 (“IP
Agreement”) pursuant to which Morgan Stanley and MSCI grant each other
certain licenses with respect to certain intellectual property; and

       

      WHEREAS,
in accordance with Section 6.6 of the IP Agreement, Morgan Stanley and MSCI wish
to amend the IP Agreement on the terms and conditions set forth
herein.

       

      NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Morgan Stanley and MSCI, for themselves, their
successors and permitted assigns, hereby agree as follows:

       

      Section
1.  Defined Terms;
References. (a) Unless otherwise defined herein, all capitalized
terms used herein shall have the meaning given to those terms in the IP
Agreement. Each reference to “hereof”, “hereunder”, “herein”, and “hereby” and
each other similar reference and each reference to “this Agreement” and each
other similar reference contained in the IP Agreement shall, after this
Amendment becomes effective, refer to the IP Agreement as amended
hereby.

       

      Section
2.  Trigger
Date.  The definition of “Trigger Date” in Section 1.1(e) of
the IP Agreement is amended to read in its entirety as follows:

       

      “Trigger
Date” means the date upon which Morgan Stanley shall cease to own greater than
50% of the total voting power to elect directors of MSCI.

       

      Section
3.   Continuation of
IP Agreement.  Except as otherwise modified by this Amendment,
all of the other terms and provisions of the IP Agreement shall continue in full
force and effect.

       

      Section
4.  Governing
Law.  This Amendment shall be construed in accordance with and
governed by the law of the State of New York, without regard to the conflicts of
laws rules thereof.

       

      Section
5.  Effectiveness.  This
Amendment shall become effective as of the date hereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Section 6.  Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute one
agreement.

       

       

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      IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the date first above
written.

       

      
        	
                MORGAN
      STANLEY

              	 
	 	 
	 	 
	
                By:

              	
                /s/
      Martin M. Cohen

              	 
	 
      	
                Name:

              	
                Martin
      M. Cohen

              	 
	 
      	
                Title:

              	
                Vice
      President and Counsel

              


      

       

      
        	
                MSCI
      INC.

              	 
	 	 
	 	 
	
                By:

              	
                /s/
      Henry A. Fernandez

              	 
	 
      	
                Name:

              	
                Henry
      A. Fernandez

              	 
	 
      	
                Title:

              	
                Chief Executive
      Officer, President and
Chairman