SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of~~ ~~the Securities Exchange Act of 1934~~

~~Date~~CURRENT ~~of Report (Date of earliest event reported):~~REPORT ~~April 5, 2004~~

~~BARRA,~~Pursuant ~~INC.~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~(Exact~~Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported): April 30, 2004

Delaware	0-19690	94-2993326
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

BARRA, INC.

~~2100~~(Exact ~~Milvia~~name ~~Street,~~of ~~Berkeley,~~Registrant ~~California~~as ~~94704-1113~~ Specified in Its Charter)

(Address of Principal Executive Offices) (Zip Code)


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

~~Registrant’s~~2100 ~~telephone~~Milvia ~~number~~Street, ~~including~~Berkeley, ~~area~~California ~~code:~~94704-1113 (Address of Principal Executive Offices) (~~510~~Zip Code) ~~548-5442~~

~~Not~~Registrant’s ~~Applicable~~Telephone Number, Including Area Code: (510) 548-5442

~~(Former~~Not ~~name or former address, if changed since last report)~~Applicable

~~ITEM~~(Former 5.Name ~~OTHER~~or ~~EVENTS~~Former Address, if Changed Since Last Report)

~~(a) On~~TABLE ~~April 5,~~OF ~~2004, Barra, Inc. (“Barra”) entered into an Agreement and~~CONTENTS ~~Plan of Merger (the “Merger Agreement”), by and among Barra, Morgan Stanley (“Morgan Stanley”), and Morgan Stanley Risk Holdings,~~ ~~Inc., a wholly-owned subsidiary of Morgan Stanley~~ (“Holdings”). The Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated into this report as if fully set forth herein. In connection with the execution of the Merger Agreement, Andrew Rudd, the Chairman of Barra’s Board of Directors, and Kamal Duggirala, Barra’s Chief Executive Officer, entered into a Voting and Support Agreement, dated as of April 5, 2004 (the “Voting Agreement”), by and among themselves, Morgan Stanley and Holdings. The Voting Agreement is attached hereto as Exhibit 2.2 and is incorporated into this report as if fully set forth herein. In connection with the execution of the Merger Agreement and the Voting Agreement, on April 5, 2004, Barra and Mellon Investor Services LLC, acting as the rights agent, executed Amendment No. 2 (the “Amendment”) to Barra’s Preferred Stock Rights Agreement, dated as of August 15, 2001, as amended by Amendment No. 1 to the Preferred Stock Rights Agreement, dated as of February 12, 2003 (as so amended, the “Rights Agreement”). The Amendment is attached hereto as Exhibit 4.1 and is incorporated into this report as if fully set forth herein. On April 6, 2004, Barra and Morgan Stanley issued a press release relating to the execution of the Merger Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated into this report as if fully set forth herein.

~~(b)~~ Item 7. Financial Statements and Exhibits. Item 12. Results of Operations and Financial Condition. SIGNATURES Exhibit Index Exhibit 99.1 EXHIBIT 99.1

Number		Exhibit
2.1		Agreement and Plan of Merger, dated as of April 5, 2004, by and among Barra, Inc., a Delaware corporation, Morgan Stanley, a Delaware corporation, and Morgan Stanley Risk Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Morgan Stanley.
2.2		Voting and Support Agreement, dated as of April 5, 2004, by and among Morgan Stanley, a Delaware corporation, Morgan Stanley Risk Holdings, Inc., a Delaware corporation, and each of Dr. Andrew Rudd and Mr. Kamal Duggirala.
4.1		Amendment No. 2, to Preferred Stock Rights Agreement, dated as of April 5, 2004, by and between Barra, Inc., a Delaware corporation, and Mellon Investors Services LLC, a New Jersey limited liability company.
99.1		Press release, dated April 6, 2004.

2 Item 7. Financial Statements and Exhibits.

~~SIGNATURES~~ (c) Exhibits

~~Pursuant~~99.1 toPress ~~the~~Release ~~requirements~~dated ofApril ~~the Securities Exchange Act of 1934~~30, ~~the registrant~~2004 ~~has duly caused this report to be signed on its behalf~~ by ~~the undersigned~~Barra, ~~hereunto duly authorized~~Inc.

~~BARRA,~~Item ~~INC~~12. ~~By:~~Results ~~/s/~~of ~~Greg~~Operations V.and ~~Stockett Greg V. Stockett Chief~~ Financial ~~Officer~~Condition.

~~Dated:~~ On April 630, 2004, Barra, Inc. (“Barra” or the “Company”) issued a press release relating to the Company’s earnings for the quarter and fiscal year ended March 31, 2004, and including certain other information. A copy of the Company’s press release dated April 30, 2004 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

SIGNATURES

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.
	By:	/s/ Greg Stockett
		Greg Stockett
Date: April 30, 2004		Chief Financial Officer

Exhibit Index

The following is a list of the Exhibits furnished herewith.


Exhibit
Number		Description of Exhibit
99.1		Press Release issued by the Company on April 30, 2004.

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