<PAGE>

   As filed with the Securities and Exchange Commission on September 11, 1997
                                       
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                               ----------------
                                       
                                   FORM S-8
                                       
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

<TABLE>
<CAPTION>

<S>                                                              <C>
                  California                                               94-2993326
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
                                       
              2100 Milvia Street
                 Berkeley, CA                                    94704-1113
       (Address of principal executive offices)                  (Zip Code)
</TABLE>
                                       
                            BARRA STOCK OPTION PLAN
                           (Full title of the Plan)

                               James D. Kirsner
                            Chief Financial Officer
                                  BARRA, Inc.
                  2100 Milvia Street, Berkeley, CA 94704-1113
                                 (510)548-5442
           (name, address, including zip code and telephone number,
                  including area code, of agent for service)
                                       
                      Copy to: Maria Louisa Hekker, Esq.
                              Chief Legal Officer
                                  BARRA, Inc.
                  2100 Milvia Street, Berkeley, CA 94704-1113
                                       
                                       
                        CALCULATION OF REGISTRATION FEE
                                       
<TABLE>
<CAPTION>

                                                                       Proposed Maximum     Proposed Maximum
Title of Securities                                   Amount to be      Offering Price          Aggregate         Amount of
to be Registered                                       Registered      Per Share Offering        Price        Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>              <C>                  <C>               <C>
Common Stock, no par value                             700,000(1)            $36.00(2)        $25,200,000(2)    $7,635.60

</TABLE>

(1)  Number of additional shares of BARRA, Inc. (the "Registrant") Common Stock
     that may be awarded and/or sold pursuant to the Registrant's BARRA Stock 
     Option Plan (the "Plan").  Prior to the date hereof, the Registrant 
     registered with the Securities and Exchange Commission Registration 
     No. 33-65558 and 33-82810, 2,200,000 shares of its Common Stock that may be
     sold pursuant to the Plan.
  
(2)  Estimated solely for the purpose of computing the registration fee
     pursuant to Rule 457(c) on the basis of the average high and low prices for
     the Common Stock on September 8, 1997 as reported on the Nasdaq National
     Market System.
                                       

--------------------------------------------------------------------------------
<PAGE>

In accordance with Instruction E of Form S-8, the contents of the Registrant's
registration statements on Form S-8 Registration No. 33-65558 and 33-82810,
filed with the Securities and Exchange Commission (the "Commission") filed on
July 2, 1993 and August 15, 1994, respectively, are incorporated by reference
herein.

                                       
                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
                                       
ITEM 1.   PLAN INFORMATION.

             The document(s) containing the information specified in Item 1 will
be sent or given to participants in the BARRA Stock Option Plan (the "Plan") as
specified in Rule 428(b)(1) and is not required to be filed as part of the
registration statement.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

             The document(s) containing the information specified in Item 2 will
be sent or given to participants in the Plan as specified in Rule 428(b)(1) and
is not required to be filed as part of this registration statement.

                                       
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                       
             This Registration Statement covers shares of Common Stock of BARRA,
Inc. (the "Registrant") that have been authorized for issuance pursuant to the
Registrant's Plan.


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Commission.

     (a)  (i)  The Registrant's annual report on Form 10-K for the fiscal year
               ended March 31, 1997; and
     
          (ii) The Registrant's proxy statement and exhibits thereto in
               connection with its annual meeting of shareholders of common 
               stock held on July 31, 1997.
            
     (b)  All other reports filed pursuant to Section 13(a) or 15(b) of  the
          Securities Exchange Act of 1934, as amended, since the end of the
          fiscal year covered by the Company's annual report referred to in
          (a)(i) above.
          
       
       
                                       2
<PAGE>


ITEM 8.   EXHIBITS.

     
 Regulation S-K                                     Reference to Prior filing or
 EXHIBIT NO.     Description                        Exhibit No. attached hereto
 -------------------------------------------------------------------------------
     
      4.3        BARRA Stock Option Plan            Attached as Exhibit 4.3.
                 and Amendment thereto 

      5.1        Opinion of Graham & James LLP      Attached as Exhibit 5.1.

     23.1        Consent of Deloitte & Touche LLP   Attached as Exhibit 23.1.

     23.2        Consent of Graham & James LLP      Reference is made to 
                                                    Exhibit 5.1.

     24.0        Power of Attorney                  Reference is made to p.4.
          
          
                                  SIGNATURES
                                       
                                       
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Berkeley, State of California, on September 10,
1997.


                              BARRA, INC.
                              
                              
                              By /s/ Andrew Rudd
                                 -----------------------------------------------
                                 Andrew Rudd
                                 Chairman, Chief Executive Officer
                                 
                                       


                                       3
<PAGE>

                                       
                               POWER OF ATTORNEY
                                       
                                       
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Andrew Rudd and James D. Kirsner, or either of
them, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.  This power of attorney expires on September 9, 1998.

Pursuant to the requirements of the Securities Act of 1933, as amended, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.

<TABLE>
<CAPTION>
  
Signature                   Title                                    Date
---------------------------------------------------------------------------------------
<S>                         <C>                                      <C>

/s/ Andrew Rudd             Chief Executive Officer, Chairman        September 10, 1997
-------------------------   of the Board and Director (Principal 
Andrew Rudd                 Executive Officer)
                           

/s/ James D. Kirsner        Chief Financial Officer (Principal       September 10, 1997
-------------------------   Financial and Accounting Officer)
James D. Kirsner                    

                          
/s/ Ronald J. Lanstein      Director and Vice Chairman               September 10, 1997
-------------------------
Ronald J. Lanstein

                           
/s/ A. George Battle        Director                                 September 10, 1997
-------------------------
A. George Battle

                          
/s/ John F. Casey           Director                                 September 10, 1997
-------------------------
John F. Casey

                          
/s/ M. Blair Hull           Director                                 September 10, 1997
-------------------------
M. Blair Hull

                          
/s/ Norman J. Laboe         Director                                 September 10, 1997
-------------------------
Norman J. Laboe

</TABLE>
                                       
                                       4
<PAGE>
                                       
                                 EXHIBIT INDEX
                                       
                                       
Exhibit                                                             Sequential 
Number            Description                                       Page Number
-------------------------------------------------------------------------------

4.3       BARRA Stock Option Plan and Amendment thereto                      6

5.1       Opinion of Graham & James LLP                                     18

23.1      Consent of Deloitte & Touche LLP                                  20

23.2      Consent of Graham & James LLP  (Reference is made to              N/A
          Exhibit 5)

24.0      Power of Attorney (Reference is made to page 4)                   N/A

     
     
                                       5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11916}]
{"company-data": {"conformed-name": "BARRA INC /CA", "cik": "0000878483", "assigned-sic": "7370", "irs-number": "942993326", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35379", "film-number": "97678916"}, "business-address": {"street1": "1995 UNIVERSITY AVE STE 400", "city": "BERKELEY", "state": "CA", "zip": "94704", "phone": "5105485442"}}
As filed with the Securities and Exchange Commission on September 11, 1997
                                       
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                               ----------------
                                       
                                   FORM S-8
                                       
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                               ----------------
                                       
                                  BARRA, INC.
            (Exact name of registrant as specified in its charter)
California                                               94-2993326
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
                                       
              2100 Milvia Street
                 Berkeley, CA                                    94704-1113
       (Address of principal executive offices)                  (Zip Code)
BARRA STOCK OPTION PLAN
                           (Full title of the Plan)

                               James D. Kirsner
                            Chief Financial Officer
                                  BARRA, Inc.
                  2100 Milvia Street, Berkeley, CA 94704-1113
                                 (510)548-5442
           (name, address, including zip code and telephone number,
                  including area code, of agent for service)
                                       
                      Copy to: Maria Louisa Hekker, Esq.
                              Chief Legal Officer
                                  BARRA, Inc.
                  2100 Milvia Street, Berkeley, CA 94704-1113
                                       
                                       
                        CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum
Title of Securities                                   Amount to be      Offering Price          Aggregate         Amount of
to be Registered                                       Registered      Per Share Offering        Price        Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value                             700,000(1)            $36.00(2)        $25,200,000(2)    $7,635.60
(1)  Number of additional shares of BARRA, Inc. (the "Registrant") Common Stock
     that may be awarded and/or sold pursuant to the Registrant's BARRA Stock 
     Option Plan (the "Plan").  Prior to the date hereof, the Registrant 
     registered with the Securities and Exchange Commission Registration 
     No. 33-65558 and 33-82810, 2,200,000 shares of its Common Stock that may be
     sold pursuant to the Plan.
  
(2)  Estimated solely for the purpose of computing the registration fee
     pursuant to Rule 457(c) on the basis of the average high and low prices for
     the Common Stock on September 8, 1997 as reported on the Nasdaq National
     Market System.
                                       

--------------------------------------------------------------------------------
In accordance with Instruction E of Form S-8, the contents of the Registrant's
registration statements on Form S-8 Registration No. 33-65558 and 33-82810,
filed with the Securities and Exchange Commission (the "Commission") filed on
July 2, 1993 and August 15, 1994, respectively, are incorporated by reference
herein.

                                       
                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
                                       
ITEM 1.   PLAN INFORMATION.

             The document(s) containing the information specified in Item 1 will
be sent or given to participants in the BARRA Stock Option Plan (the "Plan") as
specified in Rule 428(b)(1) and is not required to be filed as part of the
registration statement.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

             The document(s) containing the information specified in Item 2 will
be sent or given to participants in the Plan as specified in Rule 428(b)(1) and
is not required to be filed as part of this registration statement.

                                       
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                       
             This Registration Statement covers shares of Common Stock of BARRA,
Inc. (the "Registrant") that have been authorized for issuance pursuant to the
Registrant's Plan.

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Commission.

     (a)  (i)  The Registrant's annual report on Form 10-K for the fiscal year
               ended March 31, 1997; and
     
          (ii) The Registrant's proxy statement and exhibits thereto in
               connection with its annual meeting of shareholders of common 
               stock held on July 31, 1997.
            
     (b)  All other reports filed pursuant to Section 13(a) or 15(b) of  the
          Securities Exchange Act of 1934, as amended, since the end of the
          fiscal year covered by the Company's annual report referred to in
          (a)(i) above.
          
       
       
                                       2
ITEM 8.   EXHIBITS.

     
 Regulation S-K                                     Reference to Prior filing or
 EXHIBIT NO.     Description                        Exhibit No. attached hereto
 -------------------------------------------------------------------------------
     
      4.3        BARRA Stock Option Plan            Attached as Exhibit 4.3.
                 and Amendment thereto 

      5.1        Opinion of Graham & James LLP      Attached as Exhibit 5.1.

     23.1        Consent of Deloitte & Touche LLP   Attached as Exhibit 23.1.

     23.2        Consent of Graham & James LLP      Reference is made to 
                                                    Exhibit 5.1.

     24.0        Power of Attorney                  Reference is made to p.4.
          
          
                                  SIGNATURES
                                       
                                       
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Berkeley, State of California, on September 10,
1997.

                              BARRA, INC.
                              
                              
                              By /s/ Andrew Rudd
                                 -----------------------------------------------
                                 Andrew Rudd
                                 Chairman, Chief Executive Officer
                                 
                                       

                                       3
POWER OF ATTORNEY
                                       
                                       
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Andrew Rudd and James D. Kirsner, or either of
them, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.  This power of attorney expires on September 9, 1998.

Pursuant to the requirements of the Securities Act of 1933, as amended, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.
Signature                   Title                                    Date
---------------------------------------------------------------------------------------
/s/ Andrew Rudd             Chief Executive Officer, Chairman        September 10, 1997
-------------------------   of the Board and Director (Principal 
Andrew Rudd                 Executive Officer)
                           

/s/ James D. Kirsner        Chief Financial Officer (Principal       September 10, 1997
-------------------------   Financial and Accounting Officer)
James D. Kirsner                    

                          
/s/ Ronald J. Lanstein      Director and Vice Chairman               September 10, 1997
-------------------------
Ronald J. Lanstein

                           
/s/ A. George Battle        Director                                 September 10, 1997
-------------------------
A. George Battle

                          
/s/ John F. Casey           Director                                 September 10, 1997
-------------------------
John F. Casey

                          
/s/ M. Blair Hull           Director                                 September 10, 1997
-------------------------
M. Blair Hull

                          
/s/ Norman J. Laboe         Director                                 September 10, 1997
-------------------------
Norman J. Laboe
4
EXHIBIT INDEX
                                       
                                       
Exhibit                                                             Sequential 
Number            Description                                       Page Number
-------------------------------------------------------------------------------

4.3       BARRA Stock Option Plan and Amendment thereto                      6

5.1       Opinion of Graham & James LLP                                     18

23.1      Consent of Deloitte & Touche LLP                                  20

23.2      Consent of Graham & James LLP  (Reference is made to              N/A
          Exhibit 5)

24.0      Power of Attorney (Reference is made to page 4)                   N/A

     
     
                                       5