<PAGE>
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
<PAGE>
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
Andrew Rudd
###-##-####
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
England
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power 1,839,000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 8,500
--------------------------------------------------
(7) Sole Dispositive
Power 1,839,000
--------------------------------------------------
(8) Shared Dispositive
Power 8,500
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,847,500
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
See Item 6 on page 4 of this Statement.
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
22.06%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
<PAGE>
Item 1(a). Name of Issuer
BARRA, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1995 University Avenue, Suite 400
Berkeley, CA 94704
ITEM 2(a). NAME OF PERSONS FILING
Andrew Rudd
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE
35 Valley View Road, Orinda, CA 94536
ITEM 2(c). CITIZENSHIP
England
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 13-d1(b) OR 13-d-2(b),
CHECK WHETHER OR NOT THE PERSON FILING IS A:
N/A
ITEM 4. OWNERSHIP
The information required by this Item 4 is set forth on the cover
page of this Schedule 13G in Items 5-11 and is incorporated herein
by this reference. See Item 6 below.
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 ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [].
PAGE 3 OF 4 PAGES
<PAGE>
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The reporting person holds title to the 8,500 shares of Common Stock
of BARRA, Inc. with his wife as "Joint Tenants with the right of
survivorship and not as Tenants in Common." Accordingly, the
reporting person shares the voting and dispositive powers for such
stock with his wife. Their shared interest in such stock represents
less than five percent of the issued and outstanding Common Stock of
BARRA, Inc. The reporting person does not have sole or shared
voting or dispositive power over the 32,300 shares of Common Stock
of BARRA, Inc. held in equal parts by "Peter Rudd as custodian for
[each of the reporting person's four children] under the California
Transfers to Minors Act." Accordingly, the reporting person
disclaims beneficial ownership of such shares pursuant to Rule 13d-4
under the Securities Exchange Act of 1934, as amended. The
remaining 1,839,000 shares of Common Stock of BARRA, Inc. owned by
the reporting person may be subject to community property laws where
applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
N/A
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.
2/3/97
------------------------------
Date
/s/ Andrew Rudd
------------------------------
Signature
Andrew Rudd
------------------------------
Name/Title
PAGE 4 OF 4 PAGES