AMENDED AND RESTATED 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 Delaware.  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
Delaware.

     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 - STOCKHOLDERS

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

     Section 2.1A    Chairman and Secretary of Stockholder Meetings.
The chairman of the board shall preside at each meeting of the
stockholders.  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 stockholders
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 Stockholder Meetings.
The Board of Directors of the corporation shall be entitled to make such
rules or regulations for the conduct of meetings of the stockholders 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 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 stockholders 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 stockholders shall not be required to be held
in accordance with the rules of parliamentary procedure.

     Section 2.2     Annual Meeting.  The annual meeting of stockholders
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 stockholders 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
stockholders may be called for any purpose at any time by the president,
the Board of Directors or the chairman of the board.  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 stockholders 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
stockholders of the corporation shall be given in writing to each
stockholder entitled to vote, either personally or by first-class mail
or other means of written communication, addressed to the stockholder at
the stockholder's address appearing on the books of the corporation or
given by the stockholder to the corporation for the purpose 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 stockholders, 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 Stockholders.
The transactions of any meeting of stockholders, 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 of stock entitled to vote shall
constitute a quorum at a meeting of the stockholders for the transaction
of business.  The stockholders 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 stockholders to
leave less than a quorum, if any action taken (other than adjournment)
is approved by at least a majority of the shares of stock required to
constitute a quorum.  Any stockholders' 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 stockholders' meeting is
adjourned for thirty (30) 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 stockholder entitled to vote at
the adjourned meeting in accordance with the provisions of Section 2.4.

     Section 2.7     Voting.

                (a)     Procedures.  The stockholders entitled to vote
at any meeting of stockholders shall be determined in accordance with
the provisions of Section 2.9, and subject to Sections 217 and 218 of
the General Corporation Law of the State of Delaware.  The stockholders'
vote may be by voice vote or by ballot; provided, however, that any
election for directors must be by ballot if demanded by any stockholder
at the meeting and before the voting has begun.  Except as provided in
Section 2.6 or in this Section 2.7, the affirmative vote of the majority
of the shares of stock represented and voting at a duly held meeting at
which a quorum is present (which shares of stock voting affirmatively
also constitute at least a majority of the required Quorum) shall be the
act of the stockholders.  Stockholders may not cumulate their votes.

                (b)     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 stockholder's name is placed on the proxy,
(whether by manual signature, typewriting, telegraphic transmission, or
otherwise) by the stockholder or the stockholder'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 three (3)
months from the date of the proxy unless otherwise provided in the
proxy.

Section 2.8     Action Without Meeting.  No action required to be
taken or that may be taken at any annual or special meeting of the
stockholders of the corporation may be taken without a meeting, and the
power of stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.

     Section 2.9     Record Date.

                (a)     Established by the Board of Directors.  In order
that the corporation may determine the stockholders 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
stockholders entitled to notice of, or to vote at, a meeting of
stockholders 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
stockholders 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

                             (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.
Stockholders 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 of stock on the books of the
corporation after the record date, except as otherwise provided by
agreement or in the General Corporation Law of the State of Delaware.


ARTICLE III - DIRECTORS

     Section 3.1     Powers.  Subject to the provisions of the General
Corporation Law of the State of Delaware and to any limitations in the
Certificate of Incorporation or these Bylaws requiring stockholder
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 Certificate 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 seven
(7), 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 of stock 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 of stock entitled to vote.  The directors need
not be stockholders of this corporation.

     Section 3.3     Nomination, Election and Term of Office.

                (a)     Nominations.  Nominations for the election of
directors may be made by the Board of Directors or by any stockholder
entitled to vote for the election of directors.  Any stockholder
entitled to vote for the election of directors at a meeting may nominate
persons for election as directors only if written notice of such
stockholder'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 stockholders, 90 days in advance of such meeting, and
(ii) with respect to an election to be held at a special meeting of the
stockholders 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 stockholders.  Each such notice shall set forth:  (A) the name
and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated, (B) a representation that such
stockholder 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
stockholder 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 stockholder, (D) such other information regarding
each nominee proposed by such stockholder 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 stockholders' 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 stockholders 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 stockholders and
until a successor has been elected.  The stockholders shall elect a
director or directors to fill any vacancy created by removal, and the
stockholders may elect a director or directors at any time to fill a
vacancy not filled by the directors.

     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 of stock entitled to vote at an
election of directors.

     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 stockholders, 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.

     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 the General
Corporation Law of the State of Delaware, 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 one or more
directors and each of which, to the extent provided in the resolution
and as limited by the General Corporation Law of the State of Delaware,
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
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 these
Bylaws, all stockholder 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
stockholders.  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 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 stock register showing the names and
addresses of all stockholders and the number and class of shares of
stock held by each.  The secretary shall give notice of all meetings of
stockholders, 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 stockholders' lists, accounting books,
minutes of meetings and other records) as are required by the General
Corporation Law of the State of Delaware, and these records shall be
open to inspection by the directors and stockholders of the corporation
to the extent permitted by the General Corporation Law of the State of
Delaware.

     Section 5.2     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 5.3     Execution of Corporate Contracts and Instruments.
Subject to restrictions on contracts and transactions involving
directors and officers, as provided by Section 144 of the General
Corporation Law of the State of Delaware, 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 5.4     Certificates for Shares.  Every holder of shares of
stock 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 of
stock and the class or series of shares of stock owned by the
stockholder.  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 5.5     Lost, Stolen or Destroyed Certificates.  The
corporation may issue a new stock 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 expense or liability) on
account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Section 5.6     Corporate Seal.  The corporation may have a corporate
seal in such form as shall be prescribed and adopted by the Board of
Directors.

     Section 5.7     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 145 of the General Corporation
Law of the State of Delaware, 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 5.7 shall have the same contextual
meaning as such terms in said Section 145.  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 145 of the General Corporation
Law of the State of Delaware.


ARTICLE VI - AMENDMENTS

     Section 6.1     Amendment by Stockholders.  New bylaws may be adopted
or these Bylaws may be amended or repealed by the affirmative vote of a
majority of the outstanding shares of stock entitled to vote, except as
otherwise provided by law or by the Certificate of Incorporation.

     Section 6.2     Amendment by Directors.  Subject to the right of
stockholders 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.



CERTIFICATE OF SECRETARY


        I, the undersigned, certify that I am the presently elected and
acting Secretary of BARRA, Inc., a Delaware corporation (the
"Corporation"), and that the above bylaws, consisting of nine (9)  pages
including this page, are the Amended and Restated Bylaws of the
Corporation, as amended and adopted by resolution of the Board of
Directors of the Corporation on October 28, 1998.


Dated:          October 28, 1999                /s/ Maria Hekker
Executed:       Berkeley, California            Maria Hekker, Secretary


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