BARRA INC /CA
SC 13G/A, 1997-02-13
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                          (Amendment No.   4   )*
                                         ------

                                 BARRA, Inc.
                     ----------------------------------
                              (Name of Issuer)

                                Common Stock
                     ----------------------------------
                       (Title of Class of Securities)

                               068313-10-5
                     ----------------------------------
                              (CUSIP Number)

   Check the  following box if a fee is being paid with this statement / /.  (A
fee is not required only if the filing person:  (1) has a previous statement on
file reporting  beneficial  ownership of more than five percent of the class of
securities  described in Item 1;  and (2)  has  filed no  amendment  subsequent
thereto reporting  beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

   *The remainder of  this cover  page  shall  be  filled  out  for a reporting
person's  initial  filing on this  form with  respect to the  subject  class of
securities,  and for any  subsequent  amendment  containing  information  which
would alter the disclosures provided in a prior page.

   The information  required in the  remainder of this  cover page shall not be
deemed to be "filed"  for the purpose of  Section 18 of the Securities Exchange
Act of 1934  ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however, see
the Notes).





                              PAGE 1 OF 4 PAGES

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CUSIP No. 068313-10-5                 13G                     PAGE 2 OF 4 PAGES
          ---------

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons
                         Richard C. Grinold
                            ###-##-####
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
            USA
- -------------------------------------------------------------------------------
     NUMBER OF                (5) Sole Voting
      SHARES                        Power                              330,000
   BENEFICIALLY              --------------------------------------------------
     OWNED BY                 (6) Shared Voting
       EACH                         Power                                  -0-
    REPORTING                --------------------------------------------------
      PERSON                  (7) Sole Dispositive
       WITH                         Power                              330,000
                             --------------------------------------------------
                              (8) Shared Dispositive
                                    Power                                  -0-
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
                                                                       330,000
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
                                                                         3.94%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
                                                                            IN
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!


                              PAGE 2 OF 4 PAGES


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Because of the public nature of the information, the Commission can utilize 
it for a variety of purposes, including referral to other governmental 
authorities or securities self-regulatory organizations for investigatory 
purposes or in connection with litigation involving the Federal securities 
laws or other civil, criminal or regulatory statutes or provisions. Social 
Security or I.R.S. identification numbers, if furnished, will assist the 
Commission in identifying security holders and, therefore, in promptly 
processing statements of beneficial ownership of securities.

Failure to disclose the informaiton requested by this schedule, except for 
Social Security or I.R.S. identification numbers, may result in civil or 
criminal action against the persons involved for violation of the Federal 
securities laws and rules promulgated thereunder.

                              GENERAL INSTRUCTIONS

A. Statements containing the information required by this schedule shall be 
   filed not later than February 14 following the calendar year covered by the 
   statement or within the time specified in Rule 13d-1(b)(2), if applicable.

B. Information contained in a form which is required to be filed by rules 
   under section 13(f)(15 U.S.C. 78m(f) for the same calendar year as that 
   covered by a statement on this schedule may be incorporated by reference in 
   response to any of the items of this schedule. If such information is 
   incorporated by reference in this schedule, copies of the relevant pages of 
   such form shall be filed as an exhibit to this schedule.

C. The item numbers and captions of the items shall be included but the text 
   of the items is to be omitted. The answers to the items shall be so prepared 
   as to indicate clearly the coverage of the items without referring to the 
   text of the items. Answer every item. If an item is inapplicable or the 
   answer is in the negative, so state.

ITEM 1(a).  NAME OF ISSUER
                                  BARRA, Inc.
- -------------------------------------------------------------------------------


ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                            1995 University Ave
                            Berkeley, CA  94704
- -------------------------------------------------------------------------------


ITEM 2(a).  NAME OF PERSON(S) FILING
                               Richard Grinold
- -------------------------------------------------------------------------------


ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                              67 King Ave
                              Piedmont, CA  94611
- -------------------------------------------------------------------------------


ITEM 2(c).  CITIZENSHIP
                               USA
- -------------------------------------------------------------------------------


ITEM 2(d).  TITLE OF CLASS OF SECURITIES
                                 Common Stock
- -------------------------------------------------------------------------------


ITEM 2(e).  CUSIP NUMBER
                              068313-10-5
- -------------------------------------------------------------------------------


ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
  CHECK WHETHER THE PERSON FILING IS A

    (a) / / Broker or Dealer registered under Section 15 of the Act

    (b) / / Bank as defined in section 3(a)(6) of the Act

    (c) / / Insurance Company as defined in section 3(a)(19) of the Act

    (d) / / Investment Company registered under section 8 of the Investment
            Company Act

    (e) / / Investment Adviser registered under section 203 of the Investment
            Advisers Act of 1940

    (f) / / Employee Benefit Plan, Pension Fund which is subject to the
            provisions of the Employee Retirement Income Security Act of 1974
            or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)

    (g) / / Parent Holding Company, in accordance with Section 
            240.13d-1(b)(ii)(G) (Note: See Item 7)

    (h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)


ITEM 4.  OWNERSHIP

     If the percent of the class owned, as of December 31 of the year covered 
by the statement, or as of the last day of any month described in Rule 
13d-1(b)(2), if applicable, exceeds five percent, provide the following 
information as of that date and identify those shares which there is a right 
to acquire.

    (a) Amount Beneficially Owned:
                                                                       $330,000
    ---------------------------------------------------------------------------

    (b) Percent of Class:
                                                                         3.94%
    ---------------------------------------------------------------------------

                              PAGE 3 OF 4 PAGES
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    (c) Number of shares as to which such person has:

          (i) sole power to vote or to direct the vote

              -----------------------------------------------------------------
         (ii) shared power to vote or to direct the vote

              -----------------------------------------------------------------
        (iii) sole power to dispose or to direct the disposition of

              -----------------------------------------------------------------
         (iv) shared power to dispose or to direct the disposition of

              -----------------------------------------------------------------

INSTRUCTION: For computations regarding securities which represent a right to 
acquire an underlying security see Rule 13d-3(d)(1).

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following.  /X/

INSTRUCTION: Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

If any other person is known to have the right to receive or the power to 
direct the receipt of dividends from, or the proceeds from the sale of, such 
securities, a statement to that effect should be included in response to this 
item and, if such interest relates to more than five percent of the class, 
such person should be identified. A listing of the shareholders of an 
investment company registered under the Investment Company Act of 1940 or the 
beneficiaries of employee benefit plan, pension fund or endowment fund is not 
required.
                                  NA
- -------------------------------------------------------------------------------


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
  THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

If a parent holding company has filed this schedule, pursuant to Rule 
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating 
the identity and the Item 3 classification of the relevant subsidiary. If a 
parent holding company has filed this schedule pursuant to Rule 13d-1(c), 
attach an exhibit stating the identification of the relevant subsidiary.
                                   NA
- -------------------------------------------------------------------------------


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so 
indicate under Item 3(h) and attach an exhibit stating the identity and Item 
3 classification of each member of the group. If a group has filed this 
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of 
each member of the group.
                                    NA
- -------------------------------------------------------------------------------


ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

Notice of dissolution of a group may be furnished as an exhibit stating the 
date of the dissolution and that all further filings with respect to 
transactions in the security reported on will be filed, if required, by 
members of the group, in their individual capacity. See Item 5.
                                     NA
- -------------------------------------------------------------------------------


ITEM 10. CERTIFICATION

The following certification shall be included if the statement is filed 
pursuant to Rule 13d-1(b):

    By signing below I certify  that,  to the best of my  knowledge and belief,
the  securities  referred to above  were  acquired in the  ordinary  course  of
business and were not acquired for the purpose of and do not have the effect of
changing or  influencing the  control of the issuer of such securities and were
not acquired in  connection with or as a participant in any  transaction having
such purposes or effect.

                                  SIGNATURE

    After  reasonable  inquiry and to the  best of my  knowledge and  belief, I
certify that the  information set forth in this statement is true, complete and
correct.
                                                  Feb. 7, 1997
                                       ----------------------------------------
                                                       Date


                                              /s/Richard C. Grinold
                                       ----------------------------------------
                                                     Signature


                                                 Richard C. Grinold
                                       ----------------------------------------
                                                     Name/Title

                              PAGE 4 OF 4 PAGES




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