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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(ANNUAL FILING)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 6 )*
BARRA, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
068313-10-5
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(CUSIP Number)
March 13, 1998
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Date of Event Which Requires
Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 cover 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).
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CUSIP No. 068313-10-5 13G Page 2 of 6 pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Edward D. Baker III
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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(5) SOLE VOTING POWER
995,950
NUMBER OF --------------------------------------------
SHARES (6) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON
WITH 995,950
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(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
995,950
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CUSIP No. 068313-10-5 13G Page 3 of 6 pages
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
Not Applicable
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2 %
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(12) TYPE OF REPORTING PERSON*
IN
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CUSIP No. 068313-10-5 13G Page 4 of 6 pages
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ITEM 1(a). NAME OF ISSUER
BARRA, Inc. Effective August 14, 1998, the Issuer reincorporated
from the State of California into the State of Delaware.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
2100 Milvia Street
Berkeley, California 94704
ITEM 2(a). NAME OF PERSON FILING
Edward D. Baker III
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
395 Hampton Road, Piedmont, California 94611
ITEM 2(c). CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
If this statement is filed pursuant to Rule 13d-1(c), check this
box [X]
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 such Items are
incorporated herein by this reference. See also Item 6 below.
The share amounts and percentages reported as beneficially owned
by the Reporting Person in this Schedule 13G are based upon
13,879,898 shares of the Issuer's Common Stock outstanding as
reported
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CUSIP No. 068313-10-5 13G Page 5 of 6 pages
in the Issuer's Form 10-Q for the quarter ended September 30,
1998.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The shares of Common Stock of the Issuer beneficially 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
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP No. 068313-10-5 13G Page 6 of 6 pages
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.
February 12, 1999
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Date
/s/ Edward D. Baker III
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Signature
Edward D. Baker III
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Name/Title
