<PAGE>8                                                              EXHIBIT 4.3

                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                                 STOCK OWNERSHIP
             AS ADOPTED BY THE BOARD OF DIRECTORS SEPTEMBER 6, 2001


                              I. GENERAL PROVISIONS

     The Board of Directors of The Bureau of National Affairs, Inc., pursuant to
Article IV of the  Corporation's  Articles  of  Incorporation,  which sets forth
general  provisions  governing  the  sale,  ownership,  and  redemption  of  the
Corporation's stock, hereby establishes the following additional  procedures and
provisions  governing  the  Corporation's  stock,  including  operation  of  the
Corporation's Stock Purchase and Transfer Plan. Provisions specifically relating
to the sale and issuance of the  Corporation's  stock pursuant to The BNA 401(k)
Plan are included in that Plan document.


     1. ELIGIBLE STOCKHOLDERS

      CLASS A STOCK. The shares of Class A stock shall be issued only to persons
(1) who are officers or employees of the  Corporation or of a subsidiary  eighty
(80) percent or more of whose stock is owned by the Corporation and (2) who have
been  employed  by  the  Corporation,  or  by a  qualifying  subsidiary  of  the
Corporation,  as a full-time  employee for one year, or as a part-time  employee
(20 hours per week or more) for two years (all such officers and employees being
hereinafter referred to as "officers and employees of the Corporation").
      CLASS B STOCK.  The Class B stock  shall be issued  only in  exchange  for
Class A stock (1) to officers or employees of the  Corporation  upon  retirement
(as  defined  below)  because  of age or  disability,  or (2) upon the  death of
officers or employees  of the  Corporation,  to the estates of such  officers or
employees,  to the  dependents of such officers or employees,  or to persons who
are the natural  objects of the bounty of such officers or  employees,  PROVIDED
that death occurs (1) while the officers or employees  are in the service of the
Corporation  or on military  or  disability  leave,  or (2) within 90 days after
retirement because of age or disability.
      No  person  shall be obligated  or  required  to  accept  Class B stock in
exchange for Class A stock.  Any person qualified above to receive Class B stock
in  exchange  for Class A stock who elects to  exercise  such right of  exchange
shall so notify the  Secretary of the  Corporation  in writing at the  following
times:  in the case of an officer or  employee  of the  Corporation  entitled to
exchange  Class A stock for Class B stock upon  retirement,  within  ninety (90)
days after  retirement,  and in the case of anyone  entitled to exchange Class A
stock for Class B stock upon the death of a retired officer or employee,  within
one hundred eighty (180) days after the death of such officer or employee;
      For  purposes  of  determining  a  Class A  stockholder's  eligibility  to
exchange  Class  A  stock  for  Class  B  stock  upon  retirement,  the  Class A
stockholder  must satisfy the rules of eligibility  for retirement that apply to
employees of the Corporation.  For purposes of determining  years of service for
those stockholders employed by the Corporation's  qualifying  subsidiaries,  the
starting date is the date the subsidiary was acquired by the Corporation, or the
date of employment with the subsidiary corporation, whichever is later.

      In the event that a holder of Class A stock  elects to exercise a right to
exchange  such stock for Class B stock at a time at which the  Corporation  does
not have  available  authorized  Class B stock  with  which to  effectuate  such
exchange,  said holder of Class A stock shall be so informed by the  Corporation
and such Class A stock may be retained by the holder  thereof  until  receipt of
notification  from the  Corporation  that  Class B stock is so  available.  Upon
receipt of such notification  from the Corporation,  the exchange shall promptly
be effected,  PROVIDED that nothing  contained herein shall preclude such holder
of Class A stock prior to receipt of such notification from the Corporation from
tendering any or all of such shares of Class A stock (a) to the  Corporation for
purchase  by it in  accordance  with  Paragraph  7 of this  document  or (b) for
purchase in accordance  with the  provisions of the Stock  Purchase and Transfer
Plan of the Corporation.


      CLASS C STOCK.  The Class C common  stock of the  Corporation is issued in
exchange  for  Class  A  stock to  officers  and  employees  of  any  subsidiary
corporation,  eighty  (80)  percent  or more of  whose  stock  was  owned by the
Corporation or to the officers and employees of the Corporation assigned to such
a  subsidiary  corporation,  upon the  disposition  of that  subsidiary  or upon
reduction of the Corporation's stock ownership to less than eighty (80) percent.
Any exchange of Class A stock for Class C stock is at the option of such officer
and  employee  and is made on a share for share  basis.  An election to exercise
such right of exchange is made by so notifying the Secretary of the  Corporation
in writing within ninety (90) days after the disposition or reduction.
<PAGE>9
     Any  holder  of Class C stock  may at any time,  by  written  notice to the
Secretary  of the  Corporation,  tender  any or all  shares of such stock to the
Corporation for purchase by it. The Board of Directors may accept or reject such
tender,  in whole or in part;  and if it accepts the tender or any part thereof,
the  Corporation  shall purchase the shares of stock so accepted at the price in
effect for purchase and sale of shares of Class A stock of the Corporation under
the  Stock  Purchase  and  Transfer  Plan of the  Corporation.  If the  Board of
Directors rejects such tender in whole or in part, the shares may be transferred
to any  person  whomsoever,  subject,  however,  to a  continuing  right  of the
Corporation  to purchase  any and all of said  shares in the event that,  and at
such times as, any or all of such shares are  presented  for  transfer,  and the
price payable by the  Corporation  shall be the price in effect for the purchase
and  sale of Class A stock of the  Corporation  under  the  Stock  Purchase  and
Transfer Plan of the Corporation. Except as provided above, no shares of Class C
stock may be transferred or pledged  without the written consent of the Board of
Directors.

     The Corporation shall have the right to redeem from the stockholder thereof
all or any part of the  outstanding  shares  of  Class C stock  (a) one (1) year
after the death of the  stockholder,  (b) ninety (90) days after the stockholder
has held the Class C stock for the number of years  equal to his or her years of
service as an officer or employee of the  Corporation or the subsidiary  company
while the subsidiary was owned at least eighty (80) percent by the  Corporation,
or (c) on December 31, 2015,  whichever  shall first occur.  Prior to exercising
such right of redemption, the Corporation shall notify the holder of the Class C
stock by written notice to the address of such holder as it appears on the stock
books of the Corporation and shall give the holder the opportunity to tender the
shares to the  Corporation  in accordance  with the previous  paragraph.  If the
holder  fails to tender the shares,  the  Corporation  may exercise the right to
redeem the outstanding shares of Class C stock at a price per share equal to the
book value per  outstanding  share at the close of the next  preceding  calendar
year, as determined by independent  auditors,  and the said holder shall have no
further rights, privileges, or powers in respect of such stock.

      2. TRANSFER ON DEATH.  Any  holder of shares of Class A (other than shares
held in the stockholder's  account in The BNA 401(k) Plan),  Class B, or Class C
stock shall be entitled to hold such shares in  transfer-on-death  ("TOD")  form
pursuant to the  provisions  of Chapter 8 of Part III,  Title 12 of the Delaware
Code ("Uniform TOD Security Registration Act") subject to such conditions as the
Board  of  Directors  may  establish  by  resolution  from  time to time  and in
accordance  with  registration  procedures  adopted  by  the  Secretary  of  the
Corporation.  Upon receipt of (i) an affidavit of the personal representative of
the deceased  owner's  estate or such other proof of death of the deceased owner
as  may  be  satisfactory  to  the  Secretary  of  the  Corporation,   and  (ii)
satisfaction of such other  requirements as the Secretary of the Corporation may
establish,  shares of Class A stock, Class B stock, or Class C stock transferred
upon the death of the owner pursuant to TOD registration  shall be registered in
the  name  of  the  surviving  beneficiary(ies).  Shares  of  any  class  of the
Corporation's  stock received by any person as a surviving  beneficiary  (or the
surviving beneficiary's representatives, if applicable) under a TOD registration
of  such  shares  shall  be  subject  to the  provisions  of  the  Corporation's
Certificate  of  Incorporation  and  resolutions  governing the operation of the
Corporation's stock plans in the same manner as if such shares had been received
by such  holder  under a will or under  the laws of  descent  and  distribution.
Without limiting the generality of the foregoing sentence, any such shares shall
be subject to the  Corporation's  redemption or repurchase  rights applicable to
the personal representative of any deceased holder of the Corporation's stock or
to any  recipient of the  Corporation's  stock under a will or under the laws of
descent and distribution.


      3. CONSIDERATION  FOR CLASS A STOCK The Class A stock  shall be issued for
money  only,  at such  price as the  Board of  Directors  may from  time to time
prescribe by resolution.

      4. RATE OF  EXCHANGE  OF CLASS B STOCK The  exchange  of Class A stock for
Class B stock shall be on a share for share basis.

      5. FORM OF CERTIFICATES; UNCERTIFICATED  SHARES. The certificates of stock
of the Corporation  shall, as to each class of stock, be numbered  consecutively
and shall be entered in the books of the  Corporation  as they are issued.  Each
certificate  shall  exhibit the holder's  name and the number of shares of stock
represented  thereby,  and shall be signed by the President or a Vice-President,
and by either the  Secretary,  the  Treasurer,  the  Assistant  Secretary or the
Assistant Treasurer.
      All  shares  of the  Corporation's  Class A,  Class B,  and  Class C stock
issued on and after March 25, 2000, shall be uncertificated  shares;  any shares
of the  Corporation's  Class A, Class B, and Class C stock  issued prior to that
date  shall  become  uncertificated  upon  the  stockholder's  surrender  to the
Corporation  of  the  certificate   representing  such  shares.  Any  holder  of
uncertificated  shares  shall  be  entitled,  upon  request,  to  a  certificate
representing those shares.
<PAGE>10
      6. TRANSFER OF STOCK  Except as  otherwise  provided  below,  no shares of
Class A and Class B stock may be  transferred  or pledged  without  the  written
consent or  authorization of the Board of Directors or of such officer as may be
designated by it to grant such consent or authorization.  All transfers of stock
of the Corporation  represented by certificates  shall be made upon its books by
the  person  named  in  the  certificate  or  by  his/her  lawfully  constituted
representative,   and  upon  surrender  of  the  certificate  for  cancellation;
transfers of stock  represented  by  uncertificated  shares shall be made by the
person named in the  Corporation's  records or by his/her  lawfully  constituted
representative,  without the need for the surrender of a certificate. A transfer
of stock  registered in Transfer on Death form that occurs upon the death of the
holder  thereof  shall  be  deemed  to be  made  by  the  person  named  in  the
certificate,  or by the person named in the Corporation's records, provided that
the Corporation has received an affidavit of the personal  representative of the
deceased  owner's  estate or such other proof of death of the deceased  owner as
may be satisfactory to the Secretary of the Corporation.  The Corporation  shall
be entitled to treat the holder of record of any share or shares of stock as the
holder in fact  thereof,  and  accordingly  shall not be bound to recognize  any
equitable  or other  claims  to or  interest  in such  shares on the part of any
person,  whether or not it shall have express or other notice  thereof,  save as
expressly provided by the laws of Delaware.

      7.  REDEMPTION  AND  PURCHASE OF STOCK BY THE  CORPORATION.  Any holder of
Class A stock may  offer any or all  shares of Class A stock not held in the BNA
401(k) Plan for sale to the Trustee of the Stock  Purchase  and  Transfer  Plan;
such sales are governed by the  provisions of Section II of this  document.  Any
holder of Class A stock may also  tender  any and all shares of his or her stock
to the  Corporation  for purchase by it, subject to the provisions of Article IV
of the  Corporation's  Articles  of  Incorporation,  which  also  specifies  the
procedures governing the tender and redemption of Class B and Class C stock.
      As  specified  by  Article  IV, the  Corporation  shall  have the right to
redeem Class A, Class B, and Class C stock from stockholders who have held their
stock for the following periods:
   o For  holders  of Class A stock  who  resign  or  leave  the  employ  of the
   Corporation  or a  qualifying  subsidiary:  90 days from the date of leaving,
   unless the holder has signed an optional  agreement,  in which case the stock
   may be held for either one year or three years, depending upon the agreement;
   o For  holders of Class A stock who die while  employed  or within 90 days of
   retirement:  eight  years  from the date of death.
   o For holders of Class B stock:  one year  from the date of  death,  or eight
   years  from the  date of  retirement,  whichever is longer,  or as  otherwise
   provided  by the  Board of Directors.  By  resolution  of  May 6,  1999,  the
   Board of Directors has established that, where Class B stock  passes by will,
   transfer on death designation, or by the laws of  descent  and  distribution,
   from a retired officer or employee of the Corporation to his or her surviving
   spouse, it shall be the  policy of the Corporation, with regard only to stock
   holdings  as of  September 25, 1999 or with regard to any stock  obtained  by
   means of the split of stock held as of September  25,  1999,  not to exercise
   its right of redemption  until one year after the death of such  spouse.
   o For holders  of Class C stock:  one year from the date of death, or 90 days
   after the  employee has held the Class C stock for the number of years  equal
   to his or her  years of service as an  employee  of the  subsidiary while the
   subsidiary was owned at least 80 percent by the Corporation,  or December 31,
   2015, whichever shall first occur.

      It is the intent of the Board of Directors that stock timely redeemed upon
expiration of said holding periods will be redeemed at the price then  currently
in effect under the Stock Purchase and Transfer Plan.
      However,  as  regards any stock that is not  timely  redeemed  and is held
beyond the specified  holding  period,  the  Corporation  reserves the exclusive
right to redeem such stock in the following  manner:  Prior to  exercising  such
right of redemption,  the Corporation  will provide written notice to the holder
and shall  give the  holder the  opportunity  to sell his or her  stock,  either
through the Stock  Purchase and Transfer  Plan,  or to the  Corporation,  at the
price  currently in effect under the Stock  Purchase and Transfer  Plan.  If the
holder fails to do so, the Corporation may exercise the right to redeem from the
holder all  outstanding  shares of stock at a price per share  equal to the book
value per outstanding share at the close of the immediately  preceding  calendar
year, as determined by independent  auditors,  PROVIDED,  that if the book value
per outstanding  share,  as so determined,  exceeds ten times the average annual
net earnings per outstanding  share,  if any, of the  Corporation  (after taxes,
including income taxes) for the preceding three calendar years, as determined by
independent  auditors,  then the price  shall be the average of such two figures
(book value and ten times average net earnings) per outstanding share.

      The Corporation shall have the right to purchase Class A stock through the
Stock Purchase and Transfer Plan.
<PAGE>11
      8.  FRACTIONAL SHARES No fractional shares of stock may be subscribed for,
issued or exchanged. The Board of Directors may, in its discretion,  provide for
the  payment of a sum of money to cover  fractional  interests  arising  from an
exchange, redemption or acquisition of stock by the Corporation.

      9.  DISSOLUTION OR DISTRIBUTION OF ASSETS  In the event of the dissolution
of, or any distribution of the assets of, the Corporation,  the holders of Class
A stock,  Class B stock,  and Class C stock  shall be  entitled  to  participate
ratably, share for share, and without preference of any class over the others.

      10.  LOST  CERTIFICATE.  If a certificate  of stock of the  Corporation is
lost or destroyed, another certificate of the same tenor and for the same number
of shares may be issued in its stead,  upon  request and upon proof of such loss
or destruction.


            II. SALE AND PURCHASE OF THE CORPORATION'S CLASS A STOCK:
                        STOCK PURCHASE AND TRANSFER PLAN

      1.  STOCK  TRANSFER IN  CONFORMITY  WITH  SECTION.  For all  transfers  of
Corporation  stock made in  conformity  with the  requirements  of this Section,
approval by the Board of Directors shall not be required.

      2.  PLAN  FEATURES.  The Stock  Purchase  and  Transfer  Plan  (Plan) will
include the following features:

           (a)  OPERATION BY TRUSTEE.   The Plan shall be operated in accordance
with the provisions of this Section by a Trustee, who shall be designated by the
Board and shall serve at the pleasure of the Board.  The Board may designate one
or more  Assistant  Trustees with powers to perform any of the Trustee's  duties
herein prescribed in the absence of the Trustee.

           (b)  ELIGIBILITY FOR  PARTICIPATION.  Except as otherwise provided in
this Section,  officers and employees  eligible to participate  shall be persons
(1)  who  are  officers  or  employees  of the  Corporation  or of a  subsidiary
corporation  eighty  (80)  percent  or more  of  whose  stock  is  owned  by the
Corporation  and (2) who, at the end of the pending  stock plan,  will have been
employed by the Corporation or by a qualifying  subsidiary of the Corporation as
a full-time  employee  for one year,  or as a part-time  employee  (20 hours per
week) for two years (all such officers and employees being hereinafter  referred
to  as  "officers  and  employees").   The  term   "stockholder,"  used  without
qualification,  means any holder of Class A stock whether an officer or employee
or not.

           (c)  STOCK PURCHASE FUND.  The Board of Directors  shall  establish a
Stock Purchase Fund under the direction and control of the Trustee.  The Trustee
is  empowered to select a  depository  with which this fund is to be  deposited.
Withdrawal of amounts from the account with the  depository may be made upon the
signature of the Trustee or a duly designated agent.

           (d)  FUNCTIONS  OF STOCK  PURCHASE  FUND.  The functions of the Stock
Purchase Fund shall be:

               (i)   To accept  deductions from the weekly or biweekly salary of
                     eligible officers and employees authorizing deductions  for
                     the purchase of Class A stock of  the  Corporation  through
                     the Plan.  The deducted amounts shall remain in the Fund to
                     the credit of the respective officers and  employees  until
                     they are applied to the purchase of stock.  In the event of
                     termination of employment, any amount in the Stock Purchase
                     Fund  to  the  credit  of the  officer or employee shall be
                     refunded. No interest will be paid on monies in the Fund.
               (ii)  To   purchase   from  stockholders  Class A  stock  of  the
                     Corporation,  so  far  as   available,  up  to  the  amount
                     sufficient  to  satisfy  the  claims  of those who (1) have
                     deposited funds  with  the  Fund through payroll deductions
                     and (2) have listed with the Trustee offers to buy.
               (iii) To purchase  from the  Corporation  such  treasury  Class A
                     stock or  unissued  Class A stock as the Board of Directors
                     may authorize to be purchased,for the purpose of satisfying
                     the demands of those who (1)  have deposited funds with the
                     Fund through payroll deductions and/or (2) have listed with
                     the Trustee offers to buy.
               (iv)  To sell stock to the Corporation for the purposes set forth
                     in Paragraph 4 of this section.
<PAGE>12
           (e)  PRIORITIES  IN  PURCHASE  AND SALE OF STOCK.  The Trustee  shall
observe the following rules as to priorities in purchase of Class A stock:

               (i)   When the  number of shares  which  can be  purchased  by
                     officers  and  employees  with  accumulated  funds  from
                     payroll  deductions  and by calling  upon  officers  and
                     employees who have  submitted  offers to buy exceeds the
                     total of  shares  which  are  available  to the Fund for
                     sale,  the  claims of those who have  contributed  funds
                     through  payroll  deductions  shall be satisfied  before
                     satisfaction  of any of the  claims  of  those  who have
                     submitted offers to buy.
               (ii)  When  the  number  of  shares  offered  to the  Fund  by
                     stockholders  plus the shares subject to purchase by the
                     Fund under  optional  agreements  exceeds  the number of
                     shares  for  which  there  is a demand  through  payroll
                     deductions  and offers to buy,  the Trustee  shall apply
                     such funds as are  available  to  purchase  stock in the
                     following  order of priority:

                  (aa) Such shares  of  stock  held  by a  former officer  or
                       employee, or the heirs or legatees of a former officer
                       or employee, whose employment  has been terminated for
                       one  year  or  more  and  whose  stock  is  subject to
                       purchase by the Fund pursuant to an optional agreement.
                  (bb) All  other  stock  offered to the Fund for purchase in
                       the chronological order in which such offers have been
                       received in writing by the Trustee: PROVIDED, however,
                       that, whenever the Trustee has  unsatisfied  offers of
                       stock  from  two or more  stockholders,  not more than
                       sixteen thousand (16,000) shares may be purchased from
                       a stockholder having a  higher  priority until sixteen
                       thousand(16,000)shares (or all shares offered, if less
                       than sixteen  thousand (16,000)) have  been  purchased
                       from each such  stockholder having a  lower  priority.
                       Where  two  or  more  offers of  stock  are   received
                       simultaneously  by  the Trustee,  the  order  shall be
                       determined by lot.

           (f)  PRICE OF CLASS A STOCK.  Not more than 70 days and not less than
15 days prior to (1) the date of record for voting at the regular annual meeting
of  stockholders  and (2) the date which follows such record date by six months,
the  Board of  Directors  shall  determine  the  price of the  Class A stock for
purchase and sale by the Fund during the six-month  periods  beginning  with the
two dates specified  above.  The price set shall not be below the book value per
share for the immediately  preceding  calendar year as determined by independent
auditors.  The price shall be the same for stock purchased by the Stock Purchase
Fund and for stock sold by the Fund.  Announcement of the price shall be made to
all  stockholders  and  eligible  officers  and  employees  at least one week in
advance of the effective date.

           (g)  ISSUANCE OF CLASS A STOCK TO FUND. The Board of Directors  shall
determine twice each year whether to make available treasury or unissued Class A
stock for  purchase by the Stock  Purchase  Fund and, if it decides to make such
stock  available,  it shall determine the maximum number of shares to be sold to
the Fund.  The price at which such stock  shall be sold shall be the same as the
price fixed for purchase and sale of stock by the Stock Purchase Fund.

           (h)  SETTLEMENT  DATES.   On  the  dates  designated   below,   money
accumulated in the Stock Purchase Fund shall be applied to the purchase of Class
A stock in the name of the officers and employees authorizing payroll deductions
for the  purpose.  As of these  dates the  Trustee  of the Fund  shall also make
available,  to those who have submitted  "offers to buy," stock to satisfy these
offers  to  the  extent  that  such  stock  is  available  to  the  Fund.  Stock
certificates  or  statements  shall be issued to each  officer or  employee  for
shares then fully paid through  payroll  deductions or by satisfaction of offers
to buy as soon as possible after each settlement  date. The settlement dates are
the days next preceding each of the following dates:

               (i)   Record  date fixed  prior to (a)  regular  stockholders'
                     meetings;  (b) special  stockholders'  meeting;  and (c)
                     payment of dividends.
               (ii)  Date  six   months   after   record   date  of   regular
                     stockholders' meetings.

           (i)  PAYROLL DEDUCTIONS FOR PURCHASE OF STOCK.  Eligible officers and
employees may, upon written authorization, have deducted from their salaries and
paid into the Stock  Purchase  Fund  designated  amounts  each pay  period to be
applied  on  purchase  of  Class  A stock  of the  Corporation,  subject  to the
following rules:
<PAGE>13
               (i)   LIMITATIONS  ON AMOUNT:  Deductions  from salary for such
                     purchase  shall not be in excess of 400 times the current
                     price per share and not less than  five  dollars  ($5.00)
                     per week.
               (ii)  WHEN  DEDUCTIONS  BEGIN:  Deductions from payroll for the
                     purpose of this subparagraph  shall begin with salary for
                     the   first   full   pay  period  after  receipt  of  the
                     authorization,  except  that  deductions   from   payroll
                     authorized within the forty-two days preceding  the close
                     of the then current Plan shall begin with salary for  the
                     first full week of the succeeding  Plan period.
               (iii) CHANGE IN  AMOUNT  OF  AUTHORIZED DEDUCTION: Any eligible
                     officer  or   employee   who  has  authorized  a  payroll
                     deduction  for  the  purposes  of  this  subparagraph may
                     increase  or   decrease  the  amount of   the   deduction
                     authorized, subject to the   limitations  of  subdivision
                     (i) of this subparagraph, by giving written notice to the
                     Trustee of the Stock Purchase Fund.Such notice shall take
                     effect with salary for the first  full pay  period  after
                     submission  of  notice,  except  that  if  such notice is
                     received within the forty-two days preceding the close of
                     the then current Plan it shall take effect with salary for
                     the first full week of the succeeding Plan period.
               (iv)  WITHDRAWAL OF  AUTHORIZATION:  Any  eligible  officer  or
                     employee  who has  authorized  a payrolldeduction for the
                     purposes  of   this   subparagraph   may   withdraw   his
                     authorization at any time by giving written notice to the
                     Trustee of the Stock  Purchase  Fund.  Such notice  shall
                     take effect with salary for the  first  full  pay  period
                     after submission of notice.  Upon request,  and with  two
                     weeks' notice, a person withdrawing from the Plan may have
                     refunded any amount deducted from salary which has not at
                     that time been applied to the purchase of stock.
               (v)   NO  FRACTIONAL  SHARES:  No fractional  shares  shall  be
                     purchased.  On any settlement  date,  the  Stock Purchase
                     Fund shall refund to any officer or employee upon request
                     any amount remaining after application of the  deductions
                     to the purchase of full shares of stock.

           (j)  OFFERS TO BUY.  Eligible  officers and employees may at any time
before the  forty-second day preceding the close of the Plan currently in effect
submit  to the  Trustee  offers  to buy  shares  of the  Class  A  stock  of the
Corporation.  Such  offers  to buy  shall  be  satisfied  at the  price of stock
currently established, and shall become void at the end of each Plan.
                Stock  may  be sold by the Trustee in  satisfaction of offers to
buy whenever he or she has stock  available for sale after the  satisfaction  of
all  claims  arising  from  those who have  authorized  payroll  deductions  for
purchase of stock:  PROVIDED,  however, that no treasury or unissued stock shall
be issued to  satisfy  such  offers to buy  except at the  following  settlement
dates:  (1) the day  next  preceding  the  record  date for the  regular  annual
stockholders'  meeting and (2) the day next  preceding the date six months after
such record date.
                FILING.  Offers to buy must be  submitted  in  writing in a form
prescribed and filed with the Trustee.
                RECORDS.  The Trustee shall keep a record of  offers as filed by
each  officer  or employee.  The  trustee  shall  assign  to each offer to buy a
listing number,  which shall  show the time  sequence in which each offer to buy
was filed. When two or more offers are received at the same time, priority among
them shall be determined by lot.
                OBLIGATIONS   ENTAILED.   Offers  to  buy,  when  filed,   shall
constitute a binding obligation upon the person filing the same to  execute  the
purchase at  any time when called upon by the  Trustee to do so. If the  offeror
does not then execute the purchase, any pending  offer to buy  submitted by that
offeror shall be canceled.
                LIMITATIONS ON AMOUNT.   No offer will be  accepted that is  for
more than 16,000 shares.
                CHANGE.  Each officer or employee is permitted to file one offer
to buy during each Plan.  Any  person who has filed an offer to buy may increase
or  decrease  such offer, or  withdraw it entirely.  No offer can be  filed,  or
changed, after the forty-second day before the end of the Plan.
                FULFILLMENT.  Offers  to  buy  shall  be  satisfied  in order of
priority  based on the date  when the offer to buy is  listed  according  to the
following  system:  when the Trustee has available  shares for sale to makers of
offers  to buy,  he or she  shall  allot to each  listing  number  in  numerical
sequence  eight hundred (800) shares,  or the full amount of the offer to buy if
the offer is for fewer  than  eight  hundred  (800)  shares,  until all  listing
numbers have received  their  allotments or until all the available  shares have
been  allotted.  If  additional  shares  for  allotment  remain,  they  shall be
allocated in the same manner,  eight hundred (800) or fewer (if the  unfulfilled
offer to buy is less than eight  hundred  (800))  shares being  allotted to each
number in  rotation  until  all  available  shares  are  sold.  After  each such
allotment the "live"  listing shall be  reconstituted,  beginning with the first
offer to buy that was not  satisfied  in the  previous  allotment,  and the same
procedure followed on subsequent allotments.
<PAGE>14
           (k)  PLACE AND SALE OF STOCK  All  stock  under  this  Plan  is to be
issued, sold, and paid for in Washington, D.C. No notice of participation in the
Plan is effective  until  received and accepted at the  principal  office of the
Corporation.

      3.  REGISTER OF SUPPLEMENTAL BIDS. Whenever the Trustee shall certify that
the Stock  Purchase  Fund is unable to absorb  stock  subject to purchase by the
Fund pursuant to optional agreements or offered for sale by stockholders,  he or
she shall establish a Register of  Supplemental  Bids. In this Register shall be
entered bids for Class A stock of the Corporation  which have been  communicated
in writing to the Trustee by eligible officers and employees. The Register shall
show in the order of receipt the name of the  bidder,  the  bidding  price,  the
number of shares bid for,  and the date as of which the bid expires  (unless the
bid is open).  Any bid may be withdrawn  upon one week's  written  notice to the
Trustee.  The Register shall be open for  inspection at the principal  office of
the Corporation at all reasonable  hours to stockholders  and eligible  officers
and   employees.   The  Trustee  shall  reply  promptly  to  mail  inquiries  of
stockholders and eligible officers and employees respecting the Register.

           (a)  STOCK  TRANSFER  PURSUANT TO  SUPPLEMENTAL  BIDS.  Whenever  the
Trustee  shall  certify that the Stock  Purchase  Fund is unable to absorb stock
subject to purchase by the Fund  pursuant to optional  agreements or offered for
sale by stockholders, any stockholder may offer his or her stock in satisfaction
of the  registered  bids,  and  transfer  shall be made  upon  the  books of the
Corporation  from the offerer to the  bidder.  When two or more bids at the same
price have been  registered,  bids at that price will be satisfied in time order
of their registration.

           (b)  ANNUAL STATEMENT OF TRUSTEE.  In any year in which a Register of
Supplemental Bids is maintained, the Trustee shall send all Class A stockholders
and eligible  officers and employees an annual  statement of the manner in which
the system of Supplemental Bids is operated and the conditions which must be met
by those who wish to avail themselves of its use.

      4.  SALE OF STOCK TO THE CORPORATION. In the event the Board of Directors,
during any Plan period,  determines that the orderly and successful operation of
the  Plan  requires,  and that the best  interests  of the  Corporation  and its
stockholders  and employees  will be served by, the purchase by the  Corporation
through the Stock Purchase Fund of the whole,  or any part, of the Class A stock
of the  Corporation,  which,  during  such six  months'  period,  is  subject to
purchase by the Fund  pursuant to optional  agreements or is offered for sale by
stockholders,  but which the Fund is unable to absorb  unless  purchased  by the
Corporation, the Trustee shall sell to the Corporation all, or such part of, the
said unabsorbed stock as the Board, through its designated officer, shall notify
the Trustee the Corporation will purchase, at the price set for the purchase and
sale of stock by the Fund during the said six months' period.

                      III. OPTIONAL AGREEMENT FOR TRANSFER
                  OF CLASS A STOCK ON TERMINATION OF EMPLOYMENT


      1.  FORM  OF  AGREEMENT.  The  Corporation  shall, on and after January 1,
1998,  offer to all officer and employee  holders of Class A stock the option to
execute the following agreement:

                  Agreement between The Bureau of National Affairs,  Inc., party
      of the first part, and _____________,  holder of one or more shares of the
      Class A stock of The Bureau of National Affairs, Inc., in his/her name, or
      for his/her account in The BNA 401(k) Plan, party of the second part:

                  In consideration of mutual advantages accruing therefrom,  the
      parties hereby covenant and agree as follows:

           1.   The party of the second part will,  within not more than one (1)
                year of his or her separation  from  employment by The Bureau of
                National Affairs,  Inc. (herein called the  Corporation) or by a
                subsidiary eighty (80) percent or more of  whose  stock is owned
                by the  Corporation, offer  all Class A stock of the Corporation
                held by him or her to be purchased under the Stock Purchase  and
                Transfer Plan set up by  the  Corporation.  Such offer or offers
                may be made at any time within the said one(1) year for any part
                or all of the Class A stock so held.

           2.    In the event that the Stock Purchase Fund, provided for in the
                 said  Plan,  is unable to  purchase  any or all of the  shares
                 offered,  the party of the second part may,  at that time,  at
                 his  or  her  option,   accept   Supplemental  Bids,  if  any,
                 registered with the Trustee of the Plan. If such  Supplemental
                 Bids are not accepted, the party of the second part may retain
                 his or her shares for later offers  through the Stock Purchase
                 and Transfer Plan, including acceptance of Supplemental Bids.
<PAGE>15
           3.    If at the end of one (1) year  after  termination of his or her
                 employment, the party of the  second  part  still  retains  any
                 Class  A  stock  of the  Corporation,  she or he shall offer it
                 forthwith for purchase through the Stock Purchase Fund.  If the
                 Stock  Purchase  Fund is  unable to  purchase any or all of the
                 shares so offered, the Trustee of  the Plan shall so notify her
                 or him and she or he may thereafter  retain such shares as have
                 not  been  purchased  or may   dispose  of  them  by  accepting
                 Supplemental  Bids.   Upon  receipt of  notification  from  the
                 Trustee that the Fund is able  to  purchase  any part or all of
                 the shares then  held, the  party  of  the second  part  shall,
                 within  sixty (60) days from the mailing of  such notification,
                 which  shall  state the number of shares the Fund can  purchase
                 from the stockholder,  present  such  shares to the Trustee for
                 purchase by the Fund.  A like procedure shall be followed until
                 all  shares  held  by  the  party of the second  part have been
                 purchased by the Fund.

           4.    If the party of the second part, or his/her heirs or legatees,
                 offers  any or all of  his/her  shares  for sale other than as
                 herein specified, this agreement shall become null and void.

           5.    This agreement shall be binding upon the heirs and legatees of
                 the party of the second part.

           6.    Nothing herein contained shall diminish any right of the party
                 of the second part to exchange Class A stock for Class B stock
                 of the Corporation.

           7.    The  provisions  of Section I,  Paragraph  8 of this  document
                 shall not apply to the party of the  second  part,  or his/her
                 heirs or legatees,  so long as this  agreement is in force and
                 effect.


      2.  PREVIOUS AGREEMENTS HONORED.  The Corporation shall honor all Optional
Agreements previously and properly executed.