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                                 EXHIBIT 3.1


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                                    BYLAWS
                                      OF
                                  BARRA, INC.


                               ARTICLE I - OFFICES

     Section 1.1    PRINCIPAL OFFICE.  The Board of Directors shall fix the
location of the principal executive office of the corporation at any place
within or outside the State of California.  If the principal executive office is
located outside this State, the Board of Directors shall fix and designate a
principal business office in the State of California.

     Section 1.2    OTHER OFFICES.  The Board of Directors may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.


                             ARTICLE II - SHAREHOLDERS

     Section 2.1    PLACE OF MEETINGS.  Meetings of shareholders shall be held
at any place designated by the Board of Directors.  In the absence of
designation, shareholders' meetings shall be held at the principal executive
office of the corporation.

     Section 2.1A   CHAIRMAN AND SECRETARY OF SHAREHOLDER MEETINGS.  The
chairman of the board shall preside at each meeting of the shareholders.  In the
absence or disability of the chairman of the board, the meeting shall be chaired
by an officer of the corporation in the following order:  president, executive
vice president, senior vice president and vice president.  In the absence of all
such officers, a person chosen by the vote of a majority in interest of the
shareholders present in person or represented by proxy and entitled to vote
thereat shall act as chairman.  The secretary or in his/her absence an assistant
secretary or in the absence of the secretary and all assistant secretaries a
person whom the chairman of the meeting shall appoint shall act as secretary of
the meeting and keep a record of the proceedings thereof.

     Section 2.1B   REGULATION AND CONDUCT OF SHAREHOLDER MEETINGS.  The Board
of Directors of the corporation shall be entitled to make such rules or
regulations for the conduct of meetings of the shareholders as it shall deem
necessary, appropriate or convenient.  Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the right
and authority to 

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prescribe such rules, regulations and procedures and to do all such acts as 
in the judgment of such chairman, are necessary, appropriate or convenient 
for the proper conduct of the meeting, including, without limitation, 
establishing an agenda or order of business for the meeting, rules and 
procedures for maintaining order at the meeting and for the safety of those 
present, limitations on participation in such meeting to shareholders of 
record of the corporation and their duly authorized and constituted proxies, 
and such other persons as the chairman shall permit, restrictions on entry 
into the meeting after the time fixed for commencement thereof, limitations 
on the time allotted to questions or comments by participants and regulation 
of the opening and closing of the polls for balloting on matters which are to 
be voted on by ballot, unless, and to the extent determined by the Board of 
Directors or the chairman of the meeting, meetings of the shareholders shall 
not be required to be held in accordance with the rules of parliamentary 
procedure.

     Section 2.2    ANNUAL MEETING.  The annual meeting of shareholders shall be
held during the first week of August in each year at 2:00 p.m. on such day
during that week as shall be chosen by the Board of Directors; PROVIDED,
HOWEVER, that if (a) the Board of Directors fails to select a day during the
first week of August, the annual meeting of the shareholders shall be held on
the first Tuesday of August; and if (b) this day falls on a legal holiday, then
the meeting shall be held at the same time and place on the next succeeding
business day.  At the annual meeting directors shall be elected and any other
proper business may be transacted.

     Section 2.3    SPECIAL MEETINGS.  Special meetings of the shareholders may
be called for any purpose at any time by the president, the Board of Directors
or the chairman of the board, or by one or more shareholders holding not less
than ten percent (10%) of the shares entitled to vote at that meeting.  If a
special meeting is called by any person or persons other than the Board of
Directors, a written request to notice the meeting, specifying the time of the
meeting and the general nature of the business to be transacted, shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the corporation.  The officer receiving the request
shall cause notice to be given promptly to the shareholders entitled to vote, in
accordance with the provisions of Section_2.4, that a meeting will be held at
the time requested by the person or persons calling the meeting, not less than
thirty-five (35) nor more than sixty (60) days after the receipt of the request.
If the notice is not given within twenty (20) days after receipt of the request,
the person or persons requesting the meeting may give the notice.

     Section 2.4    NOTICE OF MEETINGS.  Notice of meetings of the shareholders
of the corporation shall be given in writing to each shareholder entitled to
vote, either personally or by first-class mail or other means of written
communication, addressed to the shareholder at the shareholder's address
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose 

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of notice.  Such notice shall be sent not less than ten (10) nor more than 
sixty (60) days before the meeting.  Said notice shall state the place, date 
and hour of the meeting and (a) in the case of special meetings, the general 
nature of the business to be transacted, and no other business may be 
transacted, or (b) in the case of annual meetings, those matters which the 
Board of Directors, at the time of the mailing of the notice, intends to 
present for action by the shareholders, and (c) in the case of any meeting at 
which directors are to be elected, the names of the nominees intended at the 
time of the mailing of the notice to be presented by the board for election. 
Notice shall be deemed to have been given at the time when delivered 
personally or deposited in the mail or sent by telegram or other means of 
written communication.

     Section 2.5    WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.  The
transactions of any meeting of shareholders, however called and noticed, shall
be as valid as though done at a meeting duly held after regular call and notice,
if a quorum is present either in person or by proxy, and if, either before or
after the meeting, each of the persons entitled to vote at the meeting, not
present in person or by proxy, signs a written waiver of notice or a consent to
the holding of the meeting or an approval of the minutes thereof.  All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.

     Section 2.6    QUORUM.  The presence in person or by proxy of the holders
of a majority of the shares entitled to vote shall constitute a quorum at a
meeting of the shareholders for the transaction of business.  The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum, if any action taken (other
than adjournment) is approved by at least a majority of the shares required to
constitute a quorum.  Any shareholders' meeting, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority of the
shares represented in person or by proxy at that meeting, and in the absence of
a quorum no other business may be transacted at such meeting, except as provided
above.  When any shareholders' meeting is adjourned for forty-five (45) days or
more or, if after the adjournment, a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each shareholder
entitled to vote at the adjourned meeting in accordance with the provisions of
Section 2.4.

     Section 2.7    VOTING.

                    (a)  PROCEDURES.  The shareholders entitled to vote at any
meeting of shareholders shall be determined in accordance with the provisions of
Section 2.9.  The shareholders' vote may be by voice vote or by ballot;
provided, however, that any election for directors must be by ballot if demanded
by any shareholder at the meeting and before the voting has begun.  Except as
provided in 

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Section 2.6 or in this Section 2.7, the affirmative vote of the majority of 
the shares represented and voting at a duly held meeting at which a quorum is 
present (which shares voting affirmatively also constitute at least a 
majority of the required Quorum) shall be the act of the shareholders.

                   (b)  CUMULATIVE VOTING.  Shareholders entitled to vote at 
any election of directors shall have the right to cumulate their votes and 
give one candidate a number of votes equal to the number of directors to be 
elected multiplied by the number of votes to which their shares are normally 
entitled, or to distribute their votes on the same principle among as many 
candidates as they shall think fit; PROVIDED, HOWEVER, that such candidates' 
names shall have been placed in nomination prior to the voting and that at 
least one shareholder shall have given notice at the meeting prior to the 
voting of that shareholder's intention to vote cumulatively.  If there are 
more candidates for than vacancies on the board, the vacancies shall be 
filled by the candidates receiving the highest number of affirmative votes.

                   (c)  PROXIES.  Every person entitled to vote shall have 
the right to do so either in person or by written proxy signed by such person 
and filed with the secretary of the corporation.  A proxy shall be deemed 
signed if the shareholder's name is placed on the proxy, (whether by manual 
signature, typewriting, telegraphic transmission, or otherwise) by the 
shareholder or the shareholder's attorney-in-fact.  A validly executed proxy 
which does not state that it is irrevocable shall continue in full force and 
effect unless (i) revoked by the person executing it prior to the vote 
pursuant to that proxy by a writing delivered to the corporation stating that 
the proxy is revoked, or by a subsequent proxy executed by, or attendance at 
the meeting and voting in person by, the person executing the proxy; or (ii) 
written notice of the death or incapacity of the maker of that proxy is 
received by the corporation before the vote pursuant to that proxy is 
counted; PROVIDED, HOWEVER, that no proxy shall be valid after the expiration 
of eleven (11) months from the date of the proxy unless otherwise provided in 
the proxy.

     Section 2.8    ACTION WITHOUT MEETING.  Except as otherwise provided in
this Section 2.8, any action which may be taken at any meeting of shareholders
may be taken without a meeting and prior notice, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of the
outstanding shares having no less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  All such consents shall be
filed with the secretary of the corporation and shall be maintained in the
corporate records.  Any shareholder giving a written consent may revoke the
consent by a writing received by the secretary of the corporation before written
consents of the number of shares required to authorize the proposed action have
been filed with the secretary.

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                   (a)  Unless consents of all shareholders entitled to vote 
have been solicited in writing, prompt notice, in accordance with the 
provisions of Section 2.4 of actions taken without a meeting by less than 
unanimous written consent, shall be given to those shareholders entitled to 
vote who have not consented in writing.  Notice of any shareholder approval 
obtained without a meeting by less than unanimous written consent with 
respect to any matter falling within California General Corporation Law 
Section 310 (approval of contracts or transactions with an interested 
director), Section 317 (indemnification of agents of the corporation), 
Section 1201 (reorganization) or Section 2007 (plan of distribution on 
dissolution other than in accordance with the rights of outstanding preferred 
shares) shall be given at least ten (10) days before the consummation of the 
action authorized by such approval.

                   (b)  Directors may not be elected by written consent 
except by unanimous written consent of all shares entitled to vote at their 
election; PROVIDED, HOWEVER, that when filling a vacancy not filled by the 
directors, except for a vacancy created by removal, a director may be elected 
by written consent of a majority of the outstanding shares entitled to vote.

     Section 2.9   RECORD DATE.

                   (a)  ESTABLISHED BY THE BOARD OF DIRECTORS.  In order that 
the corporation may determine the shareholders entitled to notice of, or to 
vote at, any meeting or entitled to receive payment of any dividend or other 
distribution or allotment of any rights, or entitled to exercise any rights 
in respect of any other lawful action, the Board of Directors may fix, in 
advance, a record date, which shall not be more than sixty (60) nor less than 
ten (10) days before the date of such meeting, nor more than sixty (60) days 
prior to any other action.

                   (b)  ESTABLISHED BY OPERATION OF LAW.  If no record date 
is fixed:

                        (i)  the record date for determining shareholders 
entitled to notice of, or to vote at, a meeting of shareholders shall be at 
the close of business on the business day next preceding the day on which 
notice is given or, if the notice is waived, at the close of business on the 
business day next preceding the day on which the meeting is held;

                       (ii) the record date for determining shareholders 
entitled to give consent to corporate action in writing without a meeting, 
when no prior action by the Board of Directors has been taken, shall be the 
day on which the first written consent is given; and

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                       (iii)     the record date for any other purpose shall 
be at the close of business on the day on which the Board of Directors adopts 
the resolution relating thereto, or the sixtieth (60th) day prior to the date 
of such other action, whichever is later.

                  (c)  EFFECT OF DETERMINATION OF RECORD DATE.  Shareholders 
of record at the close of business on the record date are entitled to notice 
and to vote, or to receive the dividend, distribution or allotment of rights, 
or to exercise the rights, as the case may be, notwithstanding any transfer 
of any shares on the books of the corporation after the record date, except 
as otherwise provided by agreement or in the California General Corporation 
Law.

                              ARTICLE III - DIRECTORS

     Section 3.1    POWERS.  Subject to the provisions of the California 
General Corporation Law and to any limitations in the Articles of 
Incorporation or these Bylaws requiring shareholder authorization or approval 
of a particular action, the business and affairs of the corporation shall be 
managed, and all corporate powers shall be exercised, by or under the 
direction of the Board of Directors. The Board of Directors may delegate the 
management of day-to-day operation of the business of the corporation to a 
management company or other person; PROVIDED, HOWEVER, that the business and 
affairs of the corporation shall be managed, and all corporate powers shall 
be exercised, under the ultimate direction of the Board of Directors.

     Section 3.2    NUMBER AND QUALIFICATION OF DIRECTORS.  The authorized 
number of directors of this corporation shall be not less than four (4) 
persons and not more than seven (7), until changed by an amendment to the 
Articles of Incorporation, or by an amendment to this Section 3.2, adopted by 
approval of a majority of the outstanding shares entitled to vote.  The exact 
number of directors shall be fixed at six (6), until changed, within the 
limits specified above, by the amendment to this Section 3.2 adopted by the 
Board of Directors or a majority of the outstanding shares entitled to vote; 
PROVIDED, HOWEVER, that an amendment to the articles or this Section 3.2 
reducing either the fixed number or the minimum number of directors to a 
number less than five (5) cannot be adopted if the votes cast against its 
adoption at a meeting or the shares not consenting in the case of an action 
by written consent are equal to more than sixteen and two-thirds percent 
(16-2/3%) of the outstanding shares entitled to vote.  The directors need not 
be shareholders of this corporation.

     Section 3.3    NOMINATION, ELECTION AND TERM OF OFFICE.

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                   (a)  NOMINATIONS.  Nominations for the election of 
directors may be made by the Board of Directors or by any shareholder 
entitled to vote for the election of directors.  Any shareholder entitled to 
vote for the election of directors at a meeting may nominate persons for 
election as directors only if written notice of such shareholder's intent is 
given, either by personal delivery or by United States mail, postage prepaid, 
to the Secretary of the corporation not later than (i) with respect to an 
election to be held at an annual meeting of the shareholders, 90 days in 
advance of such meeting, and (ii) with respect to an election to be held at a 
special meeting of the shareholders for the election of directors, the close 
of business on the seventh day following the date on which notice of such 
meeting was first given to shareholders.  Each such notice shall set forth:  
(A) the name and address of the shareholder who intends to make the 
nomination and of the person or persons to be nominated, (B) a representation 
that such shareholder is a holder of record of stock of the corporation, 
entitled to vote at such meeting, and intends to appear in person or by proxy 
at the meeting to nominate the person or persons specified in the notice, (C) 
a description of all arrangements or understandings between such shareholder 
and each nominee and any other person or persons (naming such person or 
persons) pursuant to which the nomination or nominations are to be made by 
such shareholder, (D) such other information regarding each nominee proposed 
by such shareholder as would have been required to be included in a proxy 
statement filed pursuant to the proxy rules of the Securities and Exchange 
Commission had each nominee been nominated, or intended to be nominated, by 
the Board of Directors, and (E) the consent of each nominee to serve as a 
director of the corporation, if elected.  The chairman of a shareholders' 
meeting may refuse to acknowledge the nomination of any person not made in 
compliance with the foregoing procedure.

              (b)  ELECTION AND TERM OF OFFICE.  Pursuant to the provisions 
of Section 2.7, the directors shall be elected at the annual meeting of the 
shareholders and shall hold office until the next annual meeting.  Subject to 
the provisions of Sections 3.5 and 3.6, each director shall hold office until 
the expiration of the term for which elected and until a successor has been 
elected and qualified.

     Section 3.4    VACANCIES.  Except for a vacancy created by the removal 
of a director, vacancies in the Board of Directors may be filled by a 
majority of the remaining directors, whether or not less than a quorum, or by 
a sole remaining director, and each director so elected shall hold office 
until the next annual meeting of the shareholders and until a successor has 
been elected.  The shareholders shall elect a director or directors to fill 
any vacancy created by removal, and the shareholders may elect a director or 
directors at any time to fill a vacancy not filled by the directors.  Any 
shareholder election of directors by written consent shall be pursuant to the 
provisions of Section 2.8.

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     Section 3.5    RESIGNATION.  Any director may resign effective upon 
giving written notice to the chairman of the board, the president, the 
secretary or the Board of Directors, unless the notice specifies a later time 
for that resignation to become effective.  If the resignation is effective at 
a future time, a successor may be elected to take office when the resignation 
becomes effective.

     Section 3.6    REMOVAL.  The Board of Directors may declare vacant the 
office of a director who has been declared of unsound mind by order of court, 
or who has been convicted of a felony.  Any or all of the directors may be 
removed without cause by an affirmative vote of a majority of the outstanding 
shares entitled to vote at an election of directors; PROVIDED, HOWEVER, that 
unless the entire board is removed, no individual director may be removed 
when the votes cast against removal, or not consenting in writing to such 
removal, would be sufficient to elect such director if voted cumulatively at 
an election at which the same total number of votes were cast (or, if such 
action is taken by written consent, all shares entitled to vote were voted) 
and the entire number of directors authorized at the time of the director's 
most recent election were then being elected.

     Section 3.7    PLACE OF MEETINGS.  Meetings of the Board of Directors 
may be held at any place which has been designated in the notice of the 
meeting, or, if not stated in the notice or there is no notice, designated in 
the Bylaws or by resolution of the Board of Directors.  In the absence of 
designation, meetings shall be held at the principal executive office of the 
corporation.

     Section 3.8    REGULAR MEETINGS.  Immediately following, and at the same 
place as, each annual meeting of shareholders, the Board of Directors shall 
hold without call or notice other than this bylaw a regular meeting for the 
purposes of organization, election of officers and the transaction of other 
business. Other regular meetings of the Board of Directors shall be held 
without notice at such time as from time to time may be fixed by the Board of 
Directors.

     Section 3.9    SPECIAL MEETINGS; NOTICE.  Special meetings of the Board 
of Directors may be called at any time by the chairman of the board or the 
president or any vice president or the secretary or any two directors.  
Notice of the time and place of all special meetings shall be given to each 
director by any of the following means:

                   (a)  By personal delivery, or by telephone or telegraph at 
least 48 hours prior to the time of the meeting; or

                   (b)  By first-class mail, postage prepaid, at least four 
days prior to the time of the meeting.

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     Section 3.10   WAIVER OF NOTICE.  The transactions of any meeting of the 
Board of Directors, however called and noticed and wherever held, are as 
valid as though had at a meeting duly held after regular call and notice, if 
a quorum is present and if, either before or after the meeting, each of the 
directors not present signs a written waiver of notice or a consent to 
holding the meeting or an approval of the minutes thereof.  All such waivers, 
consents and approvals shall be filed with the corporate records or made a 
part of the minutes of the meeting.  Notice of a meeting shall also be deemed 
waived by any director who attends the meeting without protesting before or 
at its commencement the lack of notice.

     Section 3.11   PARTICIPATION BY TELEPHONE.  Members of the Board of 
Directors may participate in a meeting through use of conference telephone or 
similar communications equipment, as long as all members participating in 
such meeting can hear one another.  Participation in a meeting pursuant 
hereto constitutes presence in person at such meeting.

     Section 3.12   QUORUM AND ACTION AT MEETING.  A majority of the 
authorized number of directors shall constitute a quorum for the transaction 
of business. Subject to the provisions of California General Corporation Law, 
every act or decision done or made by a majority of the directors present at 
a meeting duly held at which a quorum is present is the act of the Board of 
Directors.  A meeting at which a quorum is initially present may continue to 
transact business notwithstanding the withdrawal of directors, if any action 
taken is approved by the required quorum for that meeting.

     Section 3.13   ACTION WITHOUT MEETING.  Any action required or permitted 
to be taken by the Board of Directors may be taken without a meeting, if all 
members of the board individually or collectively consent in writing to the 
action.  Such written consent or consents shall be filed with the minutes of 
the board.  Actions by written consent shall have the same force and effect 
as a unanimous vote of the directors.

     Section 3.14   COMMITTEES.  The Board of Directors may, by resolution 
adopted by a majority of the authorized number of directors, designate one or 
more committees, each consisting of two or more directors and each of which, 
to the extent provided in the resolution and as limited by the California 
General Corporation Law, shall have all the authority of the Board of 
Directors. Further, the board may designate one or more directors as 
alternate members of any committee, who may replace any absent member at any 
meeting of the committee.  Each committee shall serve at the pleasure of the 
board.

     Section 3.15   MEETINGS AND ACTION OF COMMITTEES.  Meetings and action 
of committees shall be governed by, and held and taken in accordance with, 
the provisions of Article III of these Bylaws, with 

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such changes in the context of these Bylaws as are necessary to substitute 
the committee and its members for the Board of Directors and its members, 
except that the time for regular meetings of committees may be determined 
either by resolution of the Board of Directors or by resolution of the 
committee.  Special meetings of committees may also be called by resolution 
of the Board of Directors.  Notice of special meetings of committees shall 
also be given to all alternate members, who shall have the right to attend 
all meetings of the committee.  Minutes shall be kept of each meeting of any 
committee and shall be filed with the corporate records. The Board of 
Directors may adopt such other rules for the governance of any committee as 
are not inconsistent with the provisions of these Bylaws.

     Section 3.16   COMPENSATION AND EXPENSES OF DIRECTORS.  Directors and 
members of committees shall not receive compensation for their services or 
reimbursement for their expenses except in amounts fixed or determined by 
resolution of the Board of Directors.  This Section 3.16 shall not be 
construed to preclude any director from serving the corporation in any other 
capacity as an officer, agent, employee or otherwise, and receiving 
compensation for those services.

                               ARTICLE IV - OFFICERS

     Section 4.1    OFFICERS.  The officers of the corporation shall be a 
chief executive officer or a president, a chief financial officer or a 
treasurer, and a secretary, all of whom shall be chosen by and serve at the 
pleasure of the Board of Directors.  The corporation may also have, at the 
discretion of the Board of Directors, a chairman of the board, a chief 
operating officer, one or more vice presidents and such other officers as may 
be deemed expedient for the proper conduct of the business of the 
corporation, each of whom shall have such authority and shall perform such 
duties as the Board of Directors may from time to time determine.  One person 
may hold two or more offices.

     Section 4.2    REMOVAL AND RESIGNATION.  Subject to the rights, if any, 
of an officer under any contract of employment, any officer may be removed at 
any time, with or without cause, by the Board of Directors.  Any officer may 
resign at any time by giving written notice to the corporation without 
prejudice to the rights, if any, of the corporation under any contract to 
which the officer is a party.  Any resignation shall take effect at the date 
of the receipt of the notice or at any later time specified in the notice, 
and unless otherwise specified in the notice, the acceptance of the 
resignation shall not be necessary to make it effective.

     Section 4.3    CHAIRMAN OF THE BOARD.  The Board of Directors may elect 
a chairman, who shall preside, if present, at all board meetings and, 
pursuant to the provisions of Section 2.1A of Article II of 

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these Bylaws, all shareholder meetings and shall exercise and perform such 
other powers and duties as may be assigned from time to time by the Board of 
Directors.

     Section 4.3A   CHIEF EXECUTIVE OFFICER.  The corporation's chief 
executive officer, subject to the control of the Board of Directors, shall 
have the general supervision, direction, and control over the corporation's 
business and its officers.  In addition to the general powers and duties of 
the chief executive officer, such officer shall have all such other powers 
and duties as prescribed by the Board of Directors and the Bylaws.  In the 
event that the corporation does not elect a president, the chief executive 
officer shall exercise the powers and duties of the president enumerated in 
Section 4.4 of the Bylaws.

     Section 4.4    PRESIDENT.  Except to the extent that these Bylaws or the 
Board of Directors assign specific powers and duties to the chairman of the 
board or the chief executive officer, the president shall be the 
corporation's acting manager and, subject to the control of the Board of 
Directors, shall be responsible for the quotidian supervision, direction, and 
control of the corporation's business.  In the absence or disability of the 
chairman of the board and chief executive officer, the chairman of the board 
and chief executive officer's duties and responsibilities shall be carried 
out by the president.  In addition to the general powers and duties of the 
president, such officer shall have all such other powers and duties as 
prescribed by the Board of Directors and the Bylaws.

     Section 4.4A   CHIEF OPERATING OFFICER.  Subject to the control of the 
Board of Directors, the chairman of the board, the chief executive officer 
and the president, the chief operating officer shall be the corporation's 
acting operations manager and shall be responsible for the quotidian 
operation of the corporation's business.  In addition to the general powers 
and duties of the chief operating officer, such officer shall have all such 
other powers and duties as prescribed by the Board of Directors and the 
Bylaws.

     Section 4.5    VICE-PRESIDENTS.  In the absence or disability of the 
president, the vice-presidents, if any, in order of their rank as fixed by 
the Board of Directors or, if not ranged, a vice-president designated by the 
Board of Directors, shall perform all the duties of the president, and when 
so acting shall have all the powers of, and be subject to all the 
restrictions upon, the president.  The vice-presidents shall have such other 
powers and perform such other duties as from time to time may be prescribed 
for them respectively by the Board of Directors, the chairman of the board or 
the president.

     Section 4.6    SECRETARY.  The secretary shall keep a book of minutes of 
all meetings and actions of directors, committees of directors and 
shareholders. The minutes of each meeting shall state the time and place that 
it was held and such other information as shall be necessary to determine the 
actions taken 

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thereat and whether the meeting was held in accordance with the law and these 
Bylaws.  The secretary shall keep at the corporation's principal executive 
office, or at the office of its transfer agent or registrar, a share register 
showing the names and addresses of all shareholders and the number and class 
of shares held by each.  The secretary shall give notice of all meetings of 
shareholders, directors and committees required to be given by these Bylaws. 
The secretary shall keep the seal of the corporation in safe custody and 
shall have such other powers and perform such other duties as may be 
prescribed by the Board of Directors, the chairman of the board or the 
president.

     Section 4.7    CHIEF FINANCIAL OFFICER.  The chief financial officer 
shall have the custody of all moneys and securities of the corporation and 
shall keep regular books of account.  The chief financial officer shall 
disburse the funds of the corporation in payment of the just demands against 
the corporation or as may be ordered by the Board of Directors, taking proper 
vouchers for such disbursements, and shall render to the Board of Directors 
from time to time as may be required by the Board of Directors, an account of 
all transactions as chief financial officer and of the financial condition of 
the corporation.  The chief financial officer shall perform all duties 
incident to the office or which are properly required by the Board of 
Directors, the chairman of the board or the president.

     Section 4.8    SALARIES.  The salaries of the officers may be fixed from 
time to time by the Board of Directors, and no officer shall be prevented 
from receiving such salary by reason of the fact that the officer is also a 
director of the corporation. 

                              ARTICLE V - MISCELLANEOUS

     Section 5.1    RECORDS AND INSPECTION RIGHTS.  The corporation shall 
keep such records (including shareholders' lists, accounting books, minutes 
of meetings and other records) as are required by the California General 
Corporation Law, and these records shall be open to inspection by the 
directors and shareholders of the corporation to the extent permitted by the 
California General Corporation Law.

     Section 5.2    ANNUAL REPORT TO SHAREHOLDERS.  Pursuant to Section 1501 
of the California General Corporation Law, the annual report to shareholders 
referred to in that section is expressly waived and dispensed with.

     Section 5.3    ANNUAL STATEMENT OF GENERAL INFORMATION.  The 
corporation, during the applicable filing period in each year, shall file 
with the Secretary of State of the State of California, on the prescribed 
form, a statement setting forth:  the names and complete business or 
residence addresses of all 

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incumbent directors; the number of vacancies on the board, if any; the names 
and complete business or residence addresses of the president, secretary and 
chief financial officer; the street address of its principal executive office 
or principal business office in this state; and the general type of business 
constituting the principal business activity of the corporation; together 
with a designation of the agent of the corporation for the purpose of service 
of process.  All of the requirements of this Section 5.3 shall be carried out 
in compliance with Section 1502 of the California General Corporation Law.

     Section 5.4    CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.  All checks, 
drafts or other orders for payment of money, notes or other evidences of 
indebtedness, issued in the name of, or payable to, the corporation, shall be 
signed or endorsed by such person or persons and in such manner as, from time 
to time, shall be determined by resolution of the Board of Directors.

     Section 5.5    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.  
Subject to restrictions on corporate loans and guarantees to directors, 
officers, employees or shareholders as provided by Section 315 of the 
California General Corporation Law, the Board of Directors may authorize any 
officer or officers or agent or agents, or appoint an attorney or 
attorneys-in-fact, to enter into any contract or execute any instrument in 
the name of, and on behalf of, the corporation, and this authority may be 
general or confined to specific instances; and unless so authorized or 
appointed, or unless afterwards ratified by the Board of Directors, no 
officer, agent or employee shall have any power or authority to bind the 
corporation by any contract or engagement or to pledge its credit or to 
render it liable for any purpose or for any amount.

     Section 5.6    CERTIFICATES FOR SHARES.  Every holder of shares in the 
corporation shall be entitled to have a certificate signed in the name of the 
corporation by the chairman of the board or the president or a vice-president 
and by the chief financial officer or the secretary or an assistant 
secretary, certifying the number of shares and the class or series of shares 
owned by the shareholder.  Any or all of the signatures on the certificate 
may be facsimile. In case any officer, transfer agent or registrar who has 
signed or whose facsimile signature has been placed upon a certificate shall 
have ceased to be such officer, transfer agent or registrar before such 
certificate is issued, it may be issued by the corporation with the same 
effect as if such person were an officer, transfer agent or registrar at the 
date of issue.

     Section 5.7    LOST, STOLEN OR DESTROYED CERTIFICATES.  The corporation 
may issue a new share certificate or a new certificate for any other security 
in the place of any certificate theretofore issued by it, alleged to have 
been lost, stolen or destroyed, and the corporation may require the owner of 
the lost, stolen or destroyed certificate or the owner's legal representative 
to give the corporation a bond (or other adequate security) sufficient to 
indemnify it against any claim that may be made against it (including any 

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expense or liability) on account of the alleged loss, theft or destruction of 
any such certificate or the issuance of such new certificate.

     Section 5.8    CORPORATE SEAL.  The corporation may have a corporate 
seal in such form as shall be prescribed and adopted by the Board of 
Directors.

     Section 5.9    INDEMNIFICATION OF CORPORATE AGENTS.  The corporation 
shall indemnify each of its agents against expenses, judgments, fines, 
settlements and other amounts, actually and reasonably incurred by such 
person by reason of such person's having been made or having been threatened 
to be made a party to a proceeding to the fullest extent permissible by the 
provisions of Section 317 of the California General Corporation Law, and the 
corporation shall advance the expenses reasonably expected to be incurred by 
such agent in defending any such proceeding upon receipt of the undertaking 
required by subdivision (f) of such Section.  The terms "agent", "proceeding" 
and "expenses" used in this Section 5.9 shall have the same meaning as such 
terms in said Section 317.  The corporation may purchase and maintain 
insurance on behalf of any agent of the corporation against any liability 
asserted against, or incurred by, the agent in such capacity or arising out 
of the agent's status as such, whether or not the corporation would have the 
power to indemnify the agent against that liability under the provisions of 
Section 317 of the California General Corporation Law.

                               ARTICLE VI - AMENDMENTS

     Section 6.1    AMENDMENT BY SHAREHOLDERS.  New bylaws may be adopted or 
these Bylaws may be amended or repealed by the affirmative vote of a majority 
of the outstanding shares entitled to vote, or by written assent of 
shareholders entitled to vote such shares, except as otherwise provided by 
law or by the Articles of Incorporation.

     Section 6.2    AMENDMENT BY DIRECTORS.  Subject to the right of 
shareholders as provided in Section 6.1, bylaws other than a bylaw or 
amendment thereof changing the maximum or minimum number of authorized 
directors or changing from a variable to a fixed number of directors or vice 
versa may be adopted, amended or repealed by the Board of Directors.

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                              CERTIFICATE OF SECRETARY


     I, the undersigned, certify that I am the presently elected and acting
Secretary of BARRA, Inc., a California corporation (the "Corporation"), and that
the above bylaws, consisting of fifteen (15) pages including this page, are the
Bylaws of the Corporation, as amended and adopted by resolution of the Board of
Directors of the Corporation on January 29, 1998.


Dated:    February 9, 1998                            /s/  MARIA HEKKER
Executed: Berkeley, California                    -----------------------------
                                                  Maria Hekker, Secretary      

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