BARRA INC /CA
8-K, 1999-03-02
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549

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


                                      FORM 8-K

                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934


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


Date of report (Date of earliest event reported):  March 1, 1999




                                    BARRA, INC.
               (Exact name of registrant as specified in its charter)


          DELAWARE                 0-19690                  94-2993326
(State or Other Jurisdiction     (Commission              (IRS Employer
       of Incorporation)         File Number)          Identification No.)


2100 MILVIA STREET, BERKELEY, CA                                 94704-1113
(Address of Principal Executive Offices)                         (Zip Code)



Registrant's telephone number, including area code:  (510) 548-5442




                                   NOT APPLICABLE
           (Former Name or Former Address, if Changed Since Last Report)

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

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ITEM 5.  OTHER EVENTS.

     Filed herewith as Exhibit 99.1 is a copy of the Registrant's press release,
issued March 1, 1999, relating to certain management matters.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  Exhibits

<TABLE>
<CAPTION>

Exhibit No.              Description
- -----------              -----------
<S>            <C>
99.1           Press Release of BARRA, Inc. dated March 1, 1999

</TABLE>





                                          2
<PAGE>

                                     SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           BARRA, INC.


   Date:  March 1, 1999                    By:        /s/ James D. Kirsner
                                              --------------------------------
                                              Name:     James D. Kirsner
                                              Title:  Chief Financial Officer






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<PAGE>

                                   EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit No.    Description
- -----------    -----------
<S>            <C>
99.1           Press Release of BARRA, Inc. dated March 1, 1999

</TABLE>







                                          4

<PAGE>

FOR IMMEDIATE RELEASE

CONTACT:
James Kirsner                 Jennifer Hinchman
Chief Financial Officer       Manager, Corporate Communications
510.548.5442                  510.649.4548

BARRA TO EXPAND MANAGEMENT TEAM
FOR NEXT PHASE OF GROWTH

BERKELEY, Calif., March 1, 1999--BARRA, Inc. (NASDAQ: BARZ) today announced a
management expansion plan designed to build upon its recent success and to
prepare the company for its next phase of growth.

Andrew Rudd, the company's current chairman and chief executive officer,
announced that the company has begun a search for a new CEO, and expects to make
an appointment by mid-year.  Andrew Rudd will retain the dual roles of chairman
and CEO in the interim, and upon appointment of the new CEO, will remain
chairman of the Board.

"The Board and I are actively involved in the search for a CEO.  BARRA has been
very successful, and has grown significantly in the last few years. I expect
BARRA to continue to achieve above average growth, and we need to add to our top
level management talent to professionally manage that growth and insure
additional success," said Andrew Rudd.

The appointment of a new CEO will enable Andrew Rudd to focus on BARRA's
long-term vision and advancing BARRA's interests and client relationships around
the world.

Andrew Rudd was a founder of the company in 1975 and has served as CEO since
1984.  During the period he has been CEO the company's annual revenues have
grown from $5 million to over $150 million, and the company's operations have
expanded around the world making it a leading provider of investment analytics,
innovative asset management and consulting services to institutional investors
worldwide.

BARRA, founded in 1975, provides innovative analytical models, software,
consulting, investment data and money management services that enable its
clients worldwide to make superior investment and trading decisions.  Based in
Berkeley, California, BARRA also has offices in major financial centers
throughout the world.  Information on BARRA is also available on-line at
http://www.barra.com.

Each statement in this news release containing any form of the words "will" or
"expect", or any future verb tense, is a forward-looking statement that may
involve a number of risk factors and uncertainties.


<PAGE>

Among other factors that could cause actual results to differ materially are the
following:  the ability to successfully attract and integrate a qualified CEO
candidate in a timely manner; the timing of performance fee determination dates
for, and the performance of, the Company's asset management business; the
availability of adequate third-party data on reasonable terms and at reasonable
prices; significant delays or excessive costs associated with product research,
development and/or introduction; the loss of a large single revenue source;
fluctuations in U.S. dollar exchange rates for non-U.S. currencies; significant
delays, excessive costs or the timing of costs associated with the research,
development and/or introduction of software or data that will accommodate dates
after December 31, 1999 and the adoption of the Euro Currency.  Further
information on potential factors that could affect the Company's financial
results is included in the Company's Form 10-K for the 1998 fiscal year and the
Company's December 30, 1998 Form 10-Q filed with the Securities and Exchange
Commission (SEC).  Please refer to the Company's SEC filings, copies of which
are available from the Company without charge or online at http://www.barra.com
for further information.


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