Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person *
KENNEDY KIERAN M.
2. Issuer Name and Ticker or Trading Symbol
FACTSET RESEARCH SYSTEMS INC [FDS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)

601 MERRITT 7
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/31/2014
(Street)


NORWALK, CT 06851
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
FactSet Common Stock             8,769 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 65.67           08/14/2009(1) 08/14/2015 FactSet Common Stock
424
  424
D
 
Non-Qualified Stock Option (right to buy) $ 35.8           10/24/2009(1) 10/24/2015 FactSet Common Stock
433
  433
D
 
Non-Qualified Stock Option (right to buy) $ 66.46           10/23/2011(2) 10/23/2016 FactSet Common Stock
5,560
  5,560
D
 
Non-Qualified Stock Option (right to buy) $ 94.84           11/01/2012(1) 11/01/2021 FactSet Common Stock
5,517
  5,517
D
 
Non-Qualified Stock Option (right to buy) $ 92.22           11/01/2013(1) 11/01/2022 FactSet Common Stock
7,146
  7,146
D
 
Non-Qualified Stock Option (right to buy) $ 92.22           11/01/2014(3) 11/01/2022 FactSet Common Stock
11,711
  11,711
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KENNEDY KIERAN M.
601 MERRITT 7
NORWALK, CT 06851
      Senior Vice President  

Signatures

/s/ Kieran M. Kennedy 12/02/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Twenty percent of these option grants became exercisable one year after grant date, with the remainder continuing to vest at 1.67% per month thereafter.
(2) Forty percent of these options became exercisable based upon the achievement of certain financial performance criteria by the issuer following the completion of a two-year performance period from the grant date. The remainder continues to vest at a rate of 1.67% per month.
(3) These options shall become exercisable based on the achievement by the issuer of certain financial performance criteria. Options that do not vest at the end of the two-year performance period will be forfeited. Options that become exercisable vest 40% after the two-year performance period with the remainder vesting at 1.67% per month thereafter.
 
Remarks:
This Form 5 is being filed because Kieran Kennedy is no longer considered a Named Executive Officer (NEO) of FactSet Research Systems Inc. under existing SEC guidelines, effective for fiscal 2014, and prospectively. However, he will continue in his current position as Senior Vice President, Director of Sales Operations.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.