Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Berman Marc Ethan
2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2008
3. Issuer Name and Ticker or Trading Symbol
RiskMetrics Group Inc [RMG]
(Last)
(First)
(Middle)
C/O RISKMETRICS GROUP, INC., ONE CHASE MANHATTAN PLAZA, 44TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10005
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, Par Value $0.01 Per Share 5,022,900
D
 
Common Stock, Par Value $0.01 Per Share 977,100
I
Held by Trust (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right To Buy) 12/31/2004 12/31/2011 Common Stock, Par Value $0.01 Per Share 125,000 $ 2 D  
Stock Option (Right To Buy) 12/31/2005 12/31/2012 Common Stock, Par Value $0.01 Per Share 25,000 $ 2 D  
Stock Option (Right To Buy) 12/31/2005 12/31/2012 Common Stock, Par Value $0.01 Per Share 100,000 $ 2 D  
Stock Option (Right To Buy)   (2) 12/31/2012 Common Stock, Par Value $0.01 Per Share 1,250,000 $ 2 D  
Stock Option (Right To Buy)   (3) 12/31/2014 Common Stock, Par Value $0.01 Per Share 62,500 $ 4.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Berman Marc Ethan
C/O RISKMETRICS GROUP, INC.
ONE CHASE MANHATTAN PLAZA, 44TH FLOOR
NEW YORK, NY 10005
  X   X   Chief Executive Officer  

Signatures

/s/ M. Ethan Berman 01/24/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Held in an irrevocable trust for the benefit of Mr. Berman's children created on August 18, 2000. Mr. Berman's wife and father are the trustees of the irrevocable trust.
(2) Options granted on 12/31/2002, which vest in four equal annual installments on the first, second, third and fourth anniversaries of the grant date.
(3) Options granted on 12/31/2004, which vest in four equal annual installments on the first, second, third and fourth anniversaries of the grant date.

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