BYLAWS
OF
BARRA (DE), INC.


ARTICLE I - OFFICES

Section 1.1 Principal Office. The Board of Directors shall fix the
location of the principal executive office of the corporation at any place
within or outside the State of Delaware. If the principal executive office is
located outside this State, the Board of Directors shall fix and designate a
principal business office in the State of Delaware.

Section 1.2 Other Offices. The Board of Directors may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.


ARTICLE II - STOCKHOLDERS

Section 2.1 Place of Meetings. Meetings of stockholders shall be held
at any place designated by the Board of Directors. In the absence of
designation, stockholders' meetings shall be held at the principal executive
office of the corporation.

Section 2.1A Chairman and Secretary of Stockholder Meetings. The
chairman of the board shall preside at each meeting of the stockholders. In the
absence or disability of the chairman of the board, the meeting shall be chaired
by an officer of the corporation in the following order president, executive
vice president, senior vice president and vice president. In the absence of all
such officers, a person chosen by the vote of a majority in interest of the
stockholders present in person or represented by proxy and entitled to vote
thereat shall act as chairman. The secretary or in his/her absence an assistant
secretary or in the absence of the secretary and all assistant secretaries a
person whom the chairman of the meeting shall appoint shall act as secretary of
the meeting and keep a record of the proceedings thereof.

Section 2.1B Regulation and Conduct of Stockholder Meetings. The Board
of Directors of the corporation shall be entitled to make such rules or
regulations for the conduct of meetings of the stockholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting, rules and
procedures for maintaining order at the meeting and for the safety of those
present, limitations on participation in such meeting to stockholders of record
of the corporation and their duly authorized and constituted proxies, and such
other persons as the chairman shall permit, restrictions on entry into the
meeting after the time fixed for commencement thereof, limitations on the time
allotted to questions or comments by participants and regulation of the opening
and closing of the polls for balloting on matters which are to be voted on by
ballot, unless, and to the extent determined by the Board of Directors or the
chairman of the meeting, meetings of the stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

Section 2.2 Annual Meeting. The annual meeting of stockholders shall be
held during the first week of August in each year at 2:00 p.m. on such day
during that week as shall be chosen by the Board of Directors; provided,
however, that if (a) the Board of Directors fails to select a day during the
first week of August, the annual meeting of the stockholders shall be held on
the first Tuesday of August; and if (b) this day falls on a legal holiday, then
the meeting shall be held at the same time and place on the next succeeding
business day. At the annual meeting directors shall be elected and any other
proper business may be transacted.

Section 2.3 Special Meetings. Special meetings of the stockholders may
be called for any purpose at any time by the president, the Board of Directors
or the chairman of the board. If a special meeting is called by any


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person or persons other than the Board of Directors, a written request to notice
the meeting, specifying the time of the meeting and the general nature of the
business to be transacted, shall be delivered personally or sent by registered
mail or by telegraphic or other facsimile transmission to the corporation. The
officer receiving the request shall cause notice to be given promptly to the
stockholders entitled to vote, in accordance with the provisions of Section 2.4,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, the person or persons requesting the
meeting may give the notice.

Section 2.4 Notice of Meetings. Notice of meetings of the stockholders
of the corporation shall be given in writing to each stockholder entitled to
vote, either personally or by first-class mail or other means of written
communication, addressed to the stockholder at the stockholder's address
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice. Such notice shall be sent not less than
ten (10) nor more than sixty (60) days before the meeting. Said notice shall
state the place, date and hour of the meeting and (a) in the case of special
meetings, the general nature of the business to be transacted, and no other
business may be transacted, or (b) in the case of annual meetings, those matters
which the Board of Directors, at the time of the mailing of the notice, intends
to present for action by the stockholders, and (c) in the case of any meeting at
which directors are to be elected, the names of the nominees intended at the
time of the mailing of the notice to be presented by the board for election.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.

Section 2.5 Waiver of Notice or Consent by Absent Stockholders. The
transactions of any meeting of stockholders, however called and noticed, shall
be as valid as though done at a meeting duly held after regular call and notice,
if a quorum is present either in person or by proxy, and if, either before or
after the meeting, each of the persons entitled to vote at the meeting, not
present in person or by proxy, signs a written waiver of notice or a consent to
the holding of the meeting or an approval of the minutes thereof. All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.

Section 2.6 Quorum. The presence in person or by proxy of the holders
of a majority of the shares of stock entitled to vote shall constitute a quorum
at a meeting of the stockholders for the transaction of business. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
of stock required to constitute a quorum. Any stockholders' meeting, whether or
not a quorum is present, may be adjourned from time to time by the vote of a
majority of the shares represented in person or by proxy at that meeting, and in
the absence of a quorum no other business may be transacted at such meeting,
except as provided above. When any stockholders' meeting is adjourned for
thirty (30) days or more or, if after the adjournment, a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be given
to each stockholder entitled to vote at the adjourned meeting in accordance with
the provisions of Section 2.4.

Section 2.7 Voting.

(a) Procedures. The stockholders entitled to vote at any
meeting of stockholders shall be determined in accordance with the provisions of
Section 2.9, and subject to Sections 217 and 218 of the General Corporation Law
of the State of Delaware. The stockholders' vote may be by voice vote or by
ballot; provided, however, that any election for directors must be by ballot if
demanded by any stockholder at the meeting and before the voting has begun.
Except as provided in Section 2.6 or in this Section 2.7, the affirmative vote
of the majority of the shares of stock represented and voting at a duly held
meeting at which a quorum is present (which shares of stock voting affirmatively
also constitute at least a majority of the required Quorum) shall be the act of
the stockholders. Stockholders may not cumulate their votes.

(b) Proxies. Every person entitled to vote shall have the right
to do so either in person or by written proxy signed by such person and filed
with the secretary of the corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy, (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the stockholder or the
stockholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the

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person executing it prior to the vote pursuant to that proxy by a writing
delivered to the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of three (3) months from the date of the proxy
unless otherwise provided in the proxy.

Section 2.8 Action Without Meeting. No action required to be taken or
that may be taken at any annual or special meeting of the stockholders of the
corporation may be taken without a meeting, and the power of stockholders to
consent in writing, without a meeting, to the taking of any action is
specifically denied.

Section 2.9 Record Date.

(a) Established by the Board of Directors. In order that the
corporation may determine the stockholders entitled to notice of, or to vote at,
any meeting or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action.

(b) Established by Operation of Law. If no record date is
fixed:

(i) the record date for determining stockholders entitled
to notice of, or to vote at, a meeting of stockholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if the notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held;

(ii) the record date for determining stockholders entitled
to give consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors has been taken, shall be the day on which the
first written consent is given; and

(iii) the record date for any other purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto, or the sixtieth (60th) day prior to the date of
such other action, whichever is later.

(c) Effect of Determination of Record Date. Stockholders of
record at the close of business on the record date are entitled to notice and to
vote, or to receive the dividend, distribution or allotment of rights, or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares of stock on the books of the corporation after the record date, except as
otherwise provided by agreement or in the General Corporation Law of the State
of Delaware.


ARTICLE III - DIRECTORS

Section 3.1 Powers. Subject to the provisions of the General
Corporation Law of the State of Delaware and to any limitations in the
Certificate of Incorporation or these Bylaws requiring stockholder authorization
or approval of a particular action, the business and affairs of the corporation
shall be managed, and all corporate powers shall be exercised, by or under the
direction of the Board of Directors. The Board of Directors may delegate the
management of day-to-day operation of the business of the corporation to a
management company or other person; provided, however, that the business and
affairs of the corporation shall be managed, and all corporate powers shall be
exercised, under the ultimate direction of the Board of Directors.

Section 3.2 Number and Qualification of Directors. The authorized
number of directors of this corporation shall be not less than four (4) persons
and not more than seven (7), until changed by an amendment to the Certificate of
Incorporation, or by an amendment to this Section 3.2, adopted by approval of a
majority of the outstanding shares entitled to vote. The exact number of
directors shall be fixed at six (6), until changed, within the limits specified
above, by the amendment to this Section 3.2 adopted by the Board of Directors or
a majority of the

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outstanding shares entitled to vote; provided, however, that an amendment to the
articles or this Section 3.2 reducing either the fixed number or the minimum
number of directors to a number less than five (5) cannot be adopted if the
votes cast against its adoption at a meeting or the shares of stock not
consenting in the case of an action by written consent are equal to more than
sixteen and two-thirds percent (16-2/3%) of the outstanding shares of stock
entitled to vote. The directors need not be stockholders of this corporation.

Section 3.3 Nomination, Election and Term of Office.

(a) Nominations. Nominations for the election of directors may
be made by the Board of Directors or by any stockholder entitled to vote for the
election of directors. Any stockholder entitled to vote for the election of
directors at a meeting may nominate persons for election as directors only if
written notice of such stockholder's intent is given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
corporation not later than (i) with respect to an election to be held at an
annual meeting of the stockholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of the stockholders
for the election of directors, the close of business on the seventh day
following the date on which notice of such meeting was first given to
stockholders. Each such notice shall set forth (A) the name and address of
the stockholder who intends to make the nomination and of the person or persons
to be nominated, (B) a representation that such stockholder is a holder of
record of stock of the corporation, entitled to vote at such meeting, and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice, (C) a description of all arrangements or
understandings between such stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder, (D) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors, and (E) the consent of each nominee
to serve as a director of the corporation, if elected. The chairman of a
stockholders' meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.

(b) Election and Term of Office. Pursuant to the provisions of
Section 2.7, the directors shall be elected at the annual meeting of the
stockholders and shall hold office until the next annual meeting. Subject to
the provisions of Sections 3.5 and 3.6, each director shall hold office until
the expiration of the term for which elected and until a successor has been
elected and qualified.

Section 3.4 Vacancies. Except for a vacancy created by the removal of a
director, vacancies in the Board of Directors may be filled by a majority of the
remaining directors, whether or not less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until the next annual
meeting of the stockholders and until a successor has been elected. The
stockholders shall elect a director or directors to fill any vacancy created by
removal, and the stockholders may elect a director or directors at any time to
fill a vacancy not filled by the directors.

Section 3.5 Resignation. Any director may resign effective upon giving
written notice to the chairman of the board, the president, the secretary or the
Board of Directors, unless the notice specifies a later time for that
resignation to become effective. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.

Section 3.6 Removal. The Board of Directors may declare vacant the
office of a director who has been declared of unsound mind by order of court, or
who has been convicted of a felony. Any or all of the directors may be removed
without cause by an affirmative vote of a majority of the outstanding shares of
stock entitled to vote at an election of directors.

Section 3.7 Place of Meetings. Meetings of the Board of Directors may
be held at any place which has been designated in the notice of the meeting, or,
if not stated in the notice or there is no notice, designated in the Bylaws or
by resolution of the Board of Directors. In the absence of designation,
meetings shall be held at the principal executive office of the corporation.

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Section 3.8 Regular Meetings. Immediately following, and at the same
place as, each annual meeting of stockholders, the Board of Directors shall hold
without call or notice other than this bylaw a regular meeting for the purposes
of organization, election of officers and the transaction of other business.
Other regular meetings of the Board of Directors shall be held without notice at
such time as from time to time may be fixed by the Board of Directors.

Section 3.9 Special Meetings; Notice. Special meetings of the Board of
Directors may be called at any time by the chairman of the board or the
president or any vice president or the secretary or any two directors. Notice
of the time and place of all special meetings shall be given to each director by
any of the following means:

(a) By personal delivery, or by telephone or telegraph at least
48 hours prior to the time of the meeting; or

(b) By first-class mail, postage prepaid, at least four days
prior to the time of the meeting.

Section 3.10 Waiver of Notice. The transactions of any meeting of the
Board of Directors, however called and noticed and wherever held, are as valid
as though had at a meeting duly held after regular call and notice, if a quorum
is present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed waived by any director who
attends the meeting without protesting before or at its commencement the lack of
notice.

Section 3.11 Participation by Telephone. Members of the Board of
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, as long as all members participating in such
meeting can hear one another. Participation in a meeting pursuant hereto
constitutes presence in person at such meeting.

Section 3.12 Quorum and Action at Meeting. A majority of the authorized
number of directors shall constitute a quorum for the transaction of business.
Subject to the provisions of the General Corporation Law of the State of
Delaware, every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the act of the
Board of Directors. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors, if
any action taken is approved by the required quorum for that meeting.

Section 3.13 Action Without Meeting. Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting, if all
members of the board individually or collectively consent in writing to the
action. Such written consent or consents shall be filed with the minutes of the
board. Actions by written consent shall have the same force and effect as a
unanimous vote of the directors.

Section 3.14 Committees. The Board of Directors may, by resolution
adopted by a majority of the authorized number of directors, designate one or
more committees, each consisting of one or more directors and each of which, to
the extent provided in the resolution and as limited by the General Corporation
Law of the State of Delaware, shall have all the authority of the Board of
Directors. Further, the board may designate one or more directors as alternate
members of any committee, who may replace any absent member at any meeting of
the committee. Each committee shall serve at the pleasure of the board.

Section 3.15 Meetings and Action of Committees. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these Bylaws, with such changes in the context of
these Bylaws as are necessary to substitute the committee and its members for
the Board of Directors and its members, except that the time for regular
meetings of committees may be determined either by resolution of the Board of
Directors or by resolution of the committee. Special meetings of committees may
also be called by resolution of the Board of Directors. Notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. Minutes shall be kept
of each

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meeting of any committee and shall be filed with the corporate records. The
Board of Directors may adopt such other rules for the governance of any
committee as are not inconsistent with the provisions of these Bylaws.

Section 3.16 Compensation and Expenses of Directors. Directors and
members of committees shall not receive compensation for their services or
reimbursement for their expenses except in amounts fixed or determined by
resolution of the Board of Directors. This Section 3.16 shall not be construed
to preclude any director from serving the corporation in any other capacity as
an officer, agent, employee or otherwise, and receiving compensation for those
services.


ARTICLE IV - OFFICERS

Section 4.1 Officers. The officers of the corporation shall be a chief
executive officer or a president, a chief financial officer or a treasurer, and
a secretary, all of whom shall be chosen by and serve at the pleasure of the
Board of Directors. The corporation may also have, at the discretion of the
Board of Directors, a chairman of the board, a chief operating officer, one or
more vice presidents and such other officers as may be deemed expedient for the
proper conduct of the business of the corporation, each of whom shall have such
authority and shall perform such duties as the Board of Directors may from time
to time determine. One person may hold two or more offices.

Section 4.2 Removal and Resignation. Subject to the rights, if any, of
an officer under any contract of employment, any officer may be removed at any
time, with or without cause, by the Board of Directors. Any officer may resign
at any time by giving written notice to the corporation without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party. Any resignation shall take effect at the date of the receipt of the
notice or at any later time specified in the notice, and unless otherwise
specified in the notice, the acceptance of the resignation shall not be
necessary to make it effective.

Section 4.3 Chairman of the Board. The Board of Directors may elect a
chairman, who shall preside, if present, at all board meetings and, pursuant to
the provisions of Section 2.1A of Article II of these Bylaws, all stockholder
meetings and shall exercise and perform such other powers and duties as may be
assigned from time to time by the Board of Directors.

Section 4.3A Chief Executive Officer. The corporation's chief executive
officer, subject to the control of the Board of Directors, shall have the
general supervision, direction, and control over the corporation's business and
its officers. In addition to the general powers and duties of the chief
executive officer, such officer shall have all such other powers and duties as
prescribed by the Board of Directors and the Bylaws. In the event that the
corporation does not elect a president, the chief executive officer shall
exercise the powers and duties of the president enumerated in Section 4.4 of the
Bylaws.

Section 4.4 President. Except to the extent that these Bylaws or the
Board of Directors assign specific powers and duties to the chairman of the
board or the chief executive officer, the president shall be the corporation's
acting manager and, subject to the control of the Board of Directors, shall be
responsible for the quotidian supervision, direction, and control of the
corporation's business. In the absence or disability of the chairman of the
board and chief executive officer, the chairman of the board and chief executive
officer's duties and responsibilities shall be carried out by the president. In
addition to the general powers and duties of the president, such officer shall
have all such other powers and duties as prescribed by the Board of Directors
and the Bylaws.

Section 4.4A Chief Operating Officer. Subject to the control of the
Board of Directors, the chairman of the board, the chief executive officer and
the president, the chief operating officer shall be the corporation's acting
operations manager and shall be responsible for the quotidian operation of the
corporation's business. In addition to the general powers and duties of the
chief operating officer, such officer shall have all such other powers and
duties as prescribed by the Board of Directors and the Bylaws.

Section 4.5 Vice-Presidents. In the absence or disability of the
president, the vice-presidents, if any, in order of their rank as fixed by the
Board of Directors or, if not ranged, a vice-president designated by the Board
of Directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be

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subject to all the restrictions upon, the president. The vice-presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors, the chairman of the
board or the president.

Section 4.6 Secretary. The secretary shall keep a book of minutes of
all meetings and actions of directors, committees of directors and stockholders.
The minutes of each meeting shall state the time and place that it was held and
such other information as shall be necessary to determine the actions taken
thereat and whether the meeting was held in accordance with the law and these
Bylaws. The secretary shall keep at the corporation's principal executive
office, or at the office of its transfer agent or registrar, a stock register
showing the names and addresses of all stockholders and the number and class of
shares of stock held by each. The secretary shall give notice of all meetings
of stockholders, directors and committees required to be given by these Bylaws.
The secretary shall keep the seal of the corporation in safe custody and shall
have such other powers and perform such other duties as may be prescribed by the
Board of Directors, the chairman of the board or the president.

Section 4.7 Chief Financial Officer. The chief financial officer shall
have the custody of all moneys and securities of the corporation and shall keep
regular books of account. The chief financial officer shall disburse the funds
of the corporation in payment of the just demands against the corporation or as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors from time to time as
may be required by the Board of Directors, an account of all transactions as
chief financial officer and of the financial condition of the corporation. The
chief financial officer shall perform all duties incident to the office or which
are properly required by the Board of Directors, the chairman of the board or
the president.

Section 4.8 Salaries. The salaries of the officers may be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that the officer is also a director
of the corporation.


ARTICLE V - MISCELLANEOUS

Section 5.1 Records and Inspection Rights. The corporation shall keep
such records (including stockholders' lists, accounting books, minutes of
meetings and other records) as are required by the General Corporation Law of
the State of Delaware, and these records shall be open to inspection by the
directors and stockholders of the corporation to the extent permitted by the
General Corporation Law of the State of Delaware.

Section 5.2 Checks, Drafts, Evidences of Indebtedness. All checks,
drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of, or payable to, the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.

Section 5.3 Execution of Corporate Contracts and Instruments. Subject
to restrictions on contracts and transactions involving directors and officers,
as provided by Section 144 of the General Corporation Law of the State of
Delaware, the Board of Directors may authorize any officer or officers or agent
or agents, or appoint an attorney or attorneys-in-fact, to enter into any
contract or execute any instrument in the name of, and on behalf of, the
corporation, and this authority may be general or confined to specific
instances; and unless so authorized or appointed, or unless afterwards ratified
by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

Section 5.4 Certificates for Shares. Every holder of shares of stock in
the corporation shall be entitled to have a certificate signed in the name of
the corporation by the chairman of the board or the president or a
vice-president and by the chief financial officer or the secretary or an
assistant secretary, certifying the number of shares of stock and the class or
series of shares of stock owned by the stockholder. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before

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such certificate is issued, it may be issued by the corporation with the same
effect as if such person were an officer, transfer agent or registrar at the
date of issue.

Section 5.5 Lost, Stolen or Destroyed Certificates. The corporation may
issue a new stock certificate or a new certificate for any other security in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate or the owner's legal representative to give the
corporation a bond (or other adequate security) sufficient to indemnify it
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

Section 5.6 Corporate Seal. The corporation may have a corporate seal
in such form as shall be prescribed and adopted by the Board of Directors.

Section 5.7 Indemnification of Corporate Agents. The corporation shall
indemnify each of its agents against expenses, judgments, fines, settlements and
other amounts, actually and reasonably incurred by such person by reason of such
person's having been made or having been threatened to be made a party to a
proceeding to the fullest extent permissible by the provisions of Section 145 of
the General Corporation Law of the State of Delaware, and the corporation shall
advance the expenses reasonably expected to be incurred by such agent in
defending any such proceeding upon receipt of the undertaking required by
subdivision (f) of such Section. The terms "agent", "proceeding" and "expenses"
used in this Section 5.7 shall have the same contextual meaning as such terms in
said Section 145. The corporation may purchase and maintain insurance on behalf
of any agent of the corporation against any liability asserted against, or
incurred by, the agent in such capacity or arising out of the agent's status as
such, whether or not the corporation would have the power to indemnify the agent
against that liability under the provisions of Section 145 of the General
Corporation Law of the State of Delaware.


ARTICLE VI - AMENDMENTS

Section 6.1 Amendment by Stockholders. New bylaws may be adopted or
these Bylaws may be amended or repealed by the affirmative vote of a majority of
the outstanding shares of stock entitled to vote, except as otherwise provided
by law or by the Certificate of Incorporation.

Section 6.2 Amendment by Directors. Subject to the right of
stockholders as provided in Section 6.1, bylaws other than a bylaw or amendment
thereof changing the maximum or minimum number of authorized directors or
changing from a variable to a fixed number of directors or vice versa may be
adopted, amended or repealed by the Board of Directors.

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CERTIFICATE OF SECRETARY


I, the undersigned, certify that I am the presently elected and acting
Secretary of BARRA (DE), Inc., a Delaware corporation (the "Corporation"), and
that the above bylaws, consisting of nine (9) pages including, this page,
are the Bylaws of the Corporation, as amended and adopted by resolution of the
Board of Directors of the Corporation on June 16, 1998.


Dated June 16, 1998 /s/ Maria Hekker
ExecutedBerkeley, California --------------------------------
Maria Hekker, Secretary