Item 3.02 Unregistered Sales of Equity Securities.

On October 18, 2012, Duff & Phelps Corporation (the "Company") issued an aggregate of 176,372 shares of Class A common stock to the sellers of the ownership interests of CETERIS US, LLC which were purchased by a subsidiary of the Company. CETERIS is an economic consulting firm that provides transfer pricing expertise, strategic economic analysis and tax valuation services. The shares issued were one component of the consideration paid to the sellers in connection with the acquisition. The issuance of these shares of Class A common stock was made without a registration statement under the Securities Act of 1933, as amended (the "Securities Act") because the shares of Class A common stock were offered and sold in a transaction exempt from registration under
Section 4(2) of the Securities Act.

A copy of the press release issued by the Company regarding the acquisition is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this report as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated October 18, 2012.

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