<PAGE>


As filed with the Securities and Exchange Commission on September 11, 1996.

                                                     Registration No.   33-
                                                                      ----------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  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    (I.R.S. Employer Identification No.)
    incorporation or organization)

            1995 University Avenue, Suite 400, Berkeley, California  94704
                       (Address of Principal Executive Offices)

                              ROGERS, CASEY & ASSOCIATES
               1992 STOCK OPTION AND RESTRICTED STOCK PLAN, AS AMENDED
                              (Full title of the plans)

                                   James D. Kirsner
                               Chief Financial Officer
                                     BARRA, Inc.
             1995 University Avenue, Suite 400, Berkeley, California 94704
                       (Name and address of agent for service)
                                    (510) 548-5442
            (Telephone number, including area code, of agent for service)
                          Copy to: Maria Louisa Hekker, Esq.
                                 Chief Legal Officer
                                     BARRA, Inc.
             1995 University Avenue, Suite 400, Berkeley, California 94704
                                    (415) 548-5442

                           CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                   Proposed       Proposed
                                   Maximum        Maximum
  Title of                         Offering      Aggregate       Amount of
Securities to      Amount to be   Price Per       Offering      Registration
be Registered       Registered      Share *        Price           Fee
- -------------      ------------   ---------     -----------     ------------
Common Stock,         30,257       $19.875        $601,358        $207.36
no par value          shares

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


*   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 10, 1996, as reported on the NASDAQ National 
Market System.

<PAGE>


                                       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 
Rogers, Casey & Associates, Inc. 1992 Stock Option and Restricted Stock Plan 
and Addendum to Rogers, Casey & Associates, Inc. 1992 Stock Option and 
Restricted Stock 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)  The Registrant's Annual Report filed on Form 10-K for the fiscal year
ended March 31, 1996.

    (b)  The Registrant's Current Form 8-K filed on April 26, 1996, as amended
by Registrant's Amendment No.1 filed on Form 8-K/A on July 3, 1996, and by
Registrant's Amendment No.2 and Final Amendment filed on Form 8-K/A on August 8,
1996.

    (c)  The Registrant's Quarterly Report filed on Form 10-Q for the quarterly
period ended June 30, 1996.

    (d)  The description of the Registrant's Common Stock, no par value,
contained in the Registrant's Registration Statement on Form 8-A, dated
November 6, 1991, filed pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

    All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Sections 204 (a) and 317 of the California General Corporation Law
authorize a corporation to indemnify its directors and officers against certain
liabilities and to eliminate their liability to the corporation except in
certain circumstances.  The Registrant's Bylaws provide that the Registrant will
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by California law.  The Registrant is also empowered


                                          2

<PAGE>


under its Bylaws to purchase insurance on behalf of any person whom it is
required or permitted to indemnify, and it currently carries such liability
insurance for the benefit of its directors and executive officers.

    In addition, the Registrant's Restated Articles of Incorporation contain a
provision limiting the liability of the Registrant's directors for monetary
damages for breach of the director's duty of care to the Registrant and its
shareholders to the fullest extent permitted by California law.  This provision
does not eliminate the directors' duty of care, and in appropriate circumstances
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under California law.  Moreover, under California law
each director is subject to liability for breach of the director's duty of
loyalty to the Company, for acts or omissions involving intentional misconduct
or knowing violations of law, for acts or omissions that the director believes
to be contrary to the best interest of the Company or its shareholders, for any
transaction from which the director derived an improper personal benefit, for
acts or omissions involving a reckless disregard for the director's duty to the
Registrant or its shareholders when the director was aware or should have been
aware of a risk of serious injury to the Registrant or its shareholders, for
acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the Registrant or its
shareholders, for improper transactions between the director and the Registrant,
for improper distributions to shareholders, and for loans to officers and
directors.  The Registrant has entered into agreements with its directors and
certain officers indemnifying them against losses they may incur in legal
proceeding arising from their service to the Company

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    4.1 Amended and Restated Articles of Incorporation of the Registrant.*


    4.2 Bylaws of the Registrant, as amended.**

    4.3 Rogers, Casey & Associates, Inc. 1992 Stock Option and Restricted   
    Stock Plan and Addendum to Rogers, Casey & Associates, Inc. 1992 Stock 
    Option and Restricted Stock Plan.

    4.4 Form of Stock Option Agreement.

    5.0 Opinion of Graham & James LLP.

    23.1 Consent of Deloitte & Touche LLP.


- --------------------------
* Incorporated by reference to an exhibit of corresponding number to
Registrant's S-8 Registration Statement (No. 33-65558).
** Incorporated by reference to Exhibit Number 3.1 to Registrant's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1996.



                                          3

<PAGE>


    23.2 Consent of Graham & James LLP.  Reference is made to Exhibit 5.

    24.0 Power of Attorney.  Reference is made to Page 6.

ITEM 9. UNDERTAKINGS

    The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-
    effective amendment to this Registration Statement:

         (i)   To include any prospectus required by Section 10 (a) (3) of the
          Securities Act of 1933 (the "Securities Act");


         (ii)  To reflect in the prospectus any facts or events arising after
         the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information
         set forth in the Registration Statement. Notwithstanding the
         foregoing, any increase or decrease in volume of securities offered
         (if the total dollar value of securities offered would not exceed
         that which was registered) and any deviation from the low or high
         end of the estimated maximum offering range may be reflected in the
         form of prospectus filed with the Securities and Exchange
         Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price set forth in the "Calculation of
         Registration Fee" table in the Registration Statement;

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

    Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be the bona fide
    offering thereof.


                                          4

<PAGE>


(3) To remove from registration by means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of 
    the offering.

(4) That, for purposes of determining any liability  under the Securities Act,
    each filing of the Registrant's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act (and, where applicable, each filing of an
    employee benefit plan's annual report pursuant to Section 15(d) of the
    Exchange Act) that is incorporated by reference in the registration 
    statement shall be deemed to be a new registration statement relating to 
    the securities offered therein, and the offering of such securities at that
    time shall be deemed to be the initial bona fide thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act
    may be permitted to directors, officers and controlling persons of the
    Registrant pursuant to the foregoing provisions, or otherwise, the 
    Registrant has been advised that in the opinion of the Securities and 
    Exchange Commission such indemnification is against public policy as 
    expressed in the Securities Act and is, therefore, unenforceable.  In the 
    event that a claim for indemnification against such liabilities (other than
    the payment by the Registrant of expenses incurred or paid by a director, 
    officer or controlling person of the Registrant in the successful defense of
    any action, suit or proceeding) is asserted by such director, officer or 
    controlling person in connection with the securities being registered, the
    Registrant will, unless in the opinion of its counsel the matter has been 
    settled by controlling precedent, submit to a court of appropriate 
    jurisdiction the question whether such indemnification by it is against  
    public policy as expressed in the Securities Act and will be governed by the
    final adjudication of such issue.




                                          5

<PAGE>


                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, 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 this 11th day of
September, 1996.

                                       BARRA, INC.


                                       By:/s/ Andrew Rudd
                                          --------------------------------
                                          Andrew Rudd
                                          Chairman and Chief Executive
                                          Officer


                                  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 hereof.  This power of attorney
expires on September 10, 1997.


                                          6

<PAGE>


    Pursuant to the requirements of the Securities Act of 1933, 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               September 6, 1996
- ---------------------------  Officer, Chairman
Andrew Rudd                  of the Board and
                             Director (Principal
                             Executive Officer)


/s/ James D. Kirsner         Chief Financial               September 6, 1996
- ---------------------------  Officer
James D. Kirsner             (Principal Financial
                             and Accounting
                             Officer)


/s/ Ronald J. Lanstein       Director and                  September 6, 1996
- ---------------------------  Vice Chairman
Ronald J. Lanstein


/s/ A. George Battle         Director                      September 6, 1996
- ---------------------------
A. George Battle


/s/ John F. Casey            Director                      September 6, 1996
- ---------------------------
John F. Casey


/s/ M. Blair Hull            Director                      September 6, 1996
- ---------------------------
M. Blair Hull


/s/ Norman J. Laboe          Director                      September 6, 1996
- ---------------------------
Norman J. Laboe


                                          7

<PAGE>


                                    EXHIBIT INDEX

Exhibit                                                            Sequential
Number                       Exhibit Description                  Page Number
- -------                      -------------------                  -----------

 4.1          Restated Articles of Incorporation                       N/A
              of the Registrant.*

 4.2          Bylaws of the Registrant, as amended.**                  N/A

 4.3          Rogers, Casey & Associates, Inc. 1992                      9
              Stock Option and Restricted Stock Plan and 
              Addendum to Rogers, Casey & Associates, Inc.
              1992 Stock Option and Restricted Stock Plan.

 4.4          Form of Stock Option Agreement.                           21

 5.0          Opinion of Graham & James LLP.                            23

 23.1         Consent of Deloitte & Touche LLP.                         24

 23.2         Consent of Graham & James LLP.                           N/A
              Reference is made to Exhibit 5.0.

 24.0         Power of Attorney.  Reference is made                      6
              to Page 6.



- --------------------------
* Incorporated by reference to an exhibit of corresponding number to
Registrant's S-8 Registration Statement (No.  33-65558).
** Incorporated by reference to Exhibit Number 3.1 to Registrant's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1996.

                                          8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18273}]
{"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": "333-11771", "film-number": "96628676"}, "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, 1996.

                                                     Registration No.   33-
                                                                      ----------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  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    (I.R.S. Employer Identification No.)
    incorporation or organization)

            1995 University Avenue, Suite 400, Berkeley, California  94704
                       (Address of Principal Executive Offices)

                              ROGERS, CASEY & ASSOCIATES
               1992 STOCK OPTION AND RESTRICTED STOCK PLAN, AS AMENDED
                              (Full title of the plans)

                                   James D. Kirsner
                               Chief Financial Officer
                                     BARRA, Inc.
             1995 University Avenue, Suite 400, Berkeley, California 94704
                       (Name and address of agent for service)
                                    (510) 548-5442
            (Telephone number, including area code, of agent for service)
                          Copy to: Maria Louisa Hekker, Esq.
                                 Chief Legal Officer
                                     BARRA, Inc.
             1995 University Avenue, Suite 400, Berkeley, California 94704
                                    (415) 548-5442

                           CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                   Proposed       Proposed
                                   Maximum        Maximum
  Title of                         Offering      Aggregate       Amount of
Securities to      Amount to be   Price Per       Offering      Registration
be Registered       Registered      Share *        Price           Fee
- -------------      ------------   ---------     -----------     ------------
Common Stock,         30,257       $19.875        $601,358        $207.36
no par value          shares

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

*   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 10, 1996, as reported on the NASDAQ National 
Market System.
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 
Rogers, Casey & Associates, Inc. 1992 Stock Option and Restricted Stock Plan 
and Addendum to Rogers, Casey & Associates, Inc. 1992 Stock Option and 
Restricted Stock 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)  The Registrant's Annual Report filed on Form 10-K for the fiscal year
ended March 31, 1996.

    (b)  The Registrant's Current Form 8-K filed on April 26, 1996, as amended
by Registrant's Amendment No.1 filed on Form 8-K/A on July 3, 1996, and by
Registrant's Amendment No.2 and Final Amendment filed on Form 8-K/A on August 8,
1996.

    (c)  The Registrant's Quarterly Report filed on Form 10-Q for the quarterly
period ended June 30, 1996.

    (d)  The description of the Registrant's Common Stock, no par value,
contained in the Registrant's Registration Statement on Form 8-A, dated
November 6, 1991, filed pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

    All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Sections 204 (a) and 317 of the California General Corporation Law
authorize a corporation to indemnify its directors and officers against certain
liabilities and to eliminate their liability to the corporation except in
certain circumstances.  The Registrant's Bylaws provide that the Registrant will
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by California law.  The Registrant is also empowered

                                          2
under its Bylaws to purchase insurance on behalf of any person whom it is
required or permitted to indemnify, and it currently carries such liability
insurance for the benefit of its directors and executive officers.

    In addition, the Registrant's Restated Articles of Incorporation contain a
provision limiting the liability of the Registrant's directors for monetary
damages for breach of the director's duty of care to the Registrant and its
shareholders to the fullest extent permitted by California law.  This provision
does not eliminate the directors' duty of care, and in appropriate circumstances
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under California law.  Moreover, under California law
each director is subject to liability for breach of the director's duty of
loyalty to the Company, for acts or omissions involving intentional misconduct
or knowing violations of law, for acts or omissions that the director believes
to be contrary to the best interest of the Company or its shareholders, for any
transaction from which the director derived an improper personal benefit, for
acts or omissions involving a reckless disregard for the director's duty to the
Registrant or its shareholders when the director was aware or should have been
aware of a risk of serious injury to the Registrant or its shareholders, for
acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the Registrant or its
shareholders, for improper transactions between the director and the Registrant,
for improper distributions to shareholders, and for loans to officers and
directors.  The Registrant has entered into agreements with its directors and
certain officers indemnifying them against losses they may incur in legal
proceeding arising from their service to the Company

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    4.1 Amended and Restated Articles of Incorporation of the Registrant.*

    4.2 Bylaws of the Registrant, as amended.**

    4.3 Rogers, Casey & Associates, Inc. 1992 Stock Option and Restricted   
    Stock Plan and Addendum to Rogers, Casey & Associates, Inc. 1992 Stock 
    Option and Restricted Stock Plan.

    4.4 Form of Stock Option Agreement.

    5.0 Opinion of Graham & James LLP.

    23.1 Consent of Deloitte & Touche LLP.

- --------------------------
* Incorporated by reference to an exhibit of corresponding number to
Registrant's S-8 Registration Statement (No. 33-65558).
** Incorporated by reference to Exhibit Number 3.1 to Registrant's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1996.

                                          3
23.2 Consent of Graham & James LLP.  Reference is made to Exhibit 5.

    24.0 Power of Attorney.  Reference is made to Page 6.

ITEM 9. UNDERTAKINGS

    The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-
    effective amendment to this Registration Statement:

         (i)   To include any prospectus required by Section 10 (a) (3) of the
          Securities Act of 1933 (the "Securities Act");

         (ii)  To reflect in the prospectus any facts or events arising after
         the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information
         set forth in the Registration Statement. Notwithstanding the
         foregoing, any increase or decrease in volume of securities offered
         (if the total dollar value of securities offered would not exceed
         that which was registered) and any deviation from the low or high
         end of the estimated maximum offering range may be reflected in the
         form of prospectus filed with the Securities and Exchange
         Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price set forth in the "Calculation of
         Registration Fee" table in the Registration Statement;

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

    Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be the bona fide
    offering thereof.

                                          4
(3) To remove from registration by means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of 
    the offering.

(4) That, for purposes of determining any liability  under the Securities Act,
    each filing of the Registrant's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act (and, where applicable, each filing of an
    employee benefit plan's annual report pursuant to Section 15(d) of the
    Exchange Act) that is incorporated by reference in the registration 
    statement shall be deemed to be a new registration statement relating to 
    the securities offered therein, and the offering of such securities at that
    time shall be deemed to be the initial bona fide thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act
    may be permitted to directors, officers and controlling persons of the
    Registrant pursuant to the foregoing provisions, or otherwise, the 
    Registrant has been advised that in the opinion of the Securities and 
    Exchange Commission such indemnification is against public policy as 
    expressed in the Securities Act and is, therefore, unenforceable.  In the 
    event that a claim for indemnification against such liabilities (other than
    the payment by the Registrant of expenses incurred or paid by a director, 
    officer or controlling person of the Registrant in the successful defense of
    any action, suit or proceeding) is asserted by such director, officer or 
    controlling person in connection with the securities being registered, the
    Registrant will, unless in the opinion of its counsel the matter has been 
    settled by controlling precedent, submit to a court of appropriate 
    jurisdiction the question whether such indemnification by it is against  
    public policy as expressed in the Securities Act and will be governed by the
    final adjudication of such issue.

                                          5
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, 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 this 11th day of
September, 1996.

                                       BARRA, INC.

                                       By:/s/ Andrew Rudd
                                          --------------------------------
                                          Andrew Rudd
                                          Chairman and Chief Executive
                                          Officer

                                  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 hereof.  This power of attorney
expires on September 10, 1997.

                                          6
Pursuant to the requirements of the Securities Act of 1933, 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               September 6, 1996
- ---------------------------  Officer, Chairman
Andrew Rudd                  of the Board and
                             Director (Principal
                             Executive Officer)

/s/ James D. Kirsner         Chief Financial               September 6, 1996
- ---------------------------  Officer
James D. Kirsner             (Principal Financial
                             and Accounting
                             Officer)

/s/ Ronald J. Lanstein       Director and                  September 6, 1996
- ---------------------------  Vice Chairman
Ronald J. Lanstein

/s/ A. George Battle         Director                      September 6, 1996
- ---------------------------
A. George Battle

/s/ John F. Casey            Director                      September 6, 1996
- ---------------------------
John F. Casey

/s/ M. Blair Hull            Director                      September 6, 1996
- ---------------------------
M. Blair Hull

/s/ Norman J. Laboe          Director                      September 6, 1996
- ---------------------------
Norman J. Laboe

                                          7
EXHIBIT INDEX

Exhibit                                                            Sequential
Number                       Exhibit Description                  Page Number
- -------                      -------------------                  -----------

 4.1          Restated Articles of Incorporation                       N/A
              of the Registrant.*

 4.2          Bylaws of the Registrant, as amended.**                  N/A

 4.3          Rogers, Casey & Associates, Inc. 1992                      9
              Stock Option and Restricted Stock Plan and 
              Addendum to Rogers, Casey & Associates, Inc.
              1992 Stock Option and Restricted Stock Plan.

 4.4          Form of Stock Option Agreement.                           21

 5.0          Opinion of Graham & James LLP.                            23

 23.1         Consent of Deloitte & Touche LLP.                         24

 23.2         Consent of Graham & James LLP.                           N/A
              Reference is made to Exhibit 5.0.

 24.0         Power of Attorney.  Reference is made                      6
              to Page 6.

- --------------------------
* Incorporated by reference to an exhibit of corresponding number to
Registrant's S-8 Registration Statement (No.  33-65558).
** Incorporated by reference to Exhibit Number 3.1 to Registrant's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1996.

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