SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                     COMPUTER ASSOCIATES INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its Charter)
                           --------------------------
              Delaware                                  13-2857434
     State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)
                           --------------------------
                          One Computer Associates Plaza
                            Islandia, New York 11749
               (Address of principal executive offices)(Zip Code)
                           --------------------------
          COMPUTER MANAGEMENT SCIENCES, INC. 1995 STOCK INCENTIVE PLAN
                   MIACO CORPORATION STOCK OPTION PLAN (1991)
                            (Full title of the plan)


                                     IRA ZAR
                 Senior Vice President - Chief Financial Officer
                     COMPUTER ASSOCIATES INTERNATIONAL, INC.
          One Computer Associates Plaza, Islandia, New York 11788-7000
                     (Name and address of agent for service)

                                 (516) 342-5224

          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                         Proposed   Proposed
                                         Maximum    Maximum
                                         Offering   Aggregate
Title of Securities to   Amount to be    Price      Offering   Amount of
be Registered            Registered(1)   Per Unit   Price      Registration Fee
------------------------ -------------  ----------  ---------  ----------------
<S>                      <C>             <C>        <C>        <C>
Common Stock,  $.10 par
value per share,
together with  the       19,484 Shares   $44.25     $862,167   $240.00
associated right to
purchase shares of       106 Shares      $44.25     $  4,691   $  2.00
Series One Junior
Participating
Preferred Stock, Class
A, without par value.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
TOTAL:                   19,590 Shares              $866,858   $242.00
-------------------------------------------------------------------------------
<FN>

(1) Rights are attached to and trade with the Registrant's  Common Stock and are
    issued for no additional consideration. The value attributable to Rights, if
    any, is reflected in the market price of the Common Stock.
    No additional registration fee is required.

</TABLE>

<PAGE> 2


                                     PART I

Item 1.  Plan Information

Item 2.  Registrant Information and Employee
                  Plan Annual Information


                                     PART II


Item 3.  Incorporation of Documents by Reference.

         The documents  listed in (a) through (c) below are hereby  incorporated
by reference in this Registration Statement:

                  (a) The Registrant's annual report on Form 10-K for its fiscal
year ended March 31,  1999,  filed  pursuant  to Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  (b) All other  reports  filed  pursuant to  Sections  13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
Registrant document referred to in (a) above; and

                  (c) The  description  of the  Registrant's  common stock,  par
value $.10 per share,  outlined in the  Registrant's  registration  statement on
Form 8-A filed under the Exchange Act, which in turn  incorporates  by reference
the  description  in  the  Registrant's   Registration  Statement  on  Form  S-1
(Registration  No.  2-74618)  filed under the Securities Act of 1933, as amended
(the "Securities Act").

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Steven M. Woghin,  who rendered the opinion as to the legality
of the Registrant's  common stock to be issued pursuant  hereto,  is employed by
the Registrant as Senior Vice President and General  Counsel.  Mr. Woghin is the
beneficial owner of 2,687 shares (including 2,137 shares credited to his account
in the  Registrant's  tax  qualified  profit  sharing  plan) and of  options  to
purchase 64,249 shares, of Registrant's common stock.

Item 6.  Indemnification of Directors and Officers

<PAGE> 3
         As permitted by Section of 145 of the Delaware General Corporation Law,
Article  EIGHTH  of  the  Registrant's  Restated  Certificate  of  Incorporation
provides:

         "The  Corporation  shall to the fullest extent permitted by Section 145
         of the General Corporation Law of Delaware,  as the same may be amended
         and supplemented,  indemnify any and all persons it shall have power to
         indemnify  under  said  section  from  and  against  any and all of the
         expenses,  liabilities  or other  matters  referred to in or covered by
         said section, and the indemnification  provided for herein shall not be
         deemed exclusive of any other rights to which those  indemnified may be
         entitled  under  any  ByLaw,   agreement,   vote  of   stockholders  or
         disinterested directors or otherwise, both as to action in his official
         capacity  and as to action  in  another  capacity  while  holding  such
         office,  and  shall  continue  as to a person  who has  ceased  to be a
         director,  officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person."

                  The Registrant's  Restated  Certificate of Incorporation  also
limits the  personal  liability of  directors  for  monetary  damages in certain
instances and eliminates  director  liability for monetary  damages arising from
any breach of the director's duty of care.

                  The Registrant maintains insurance on behalf of any person who
is or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the  Registrant  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
Registrant  would have the power to indemnify him against such  liability  under
the provisions of the Registrant's  Restated  Certificate of  Incorporation,  as
amended.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

                  See the Exhibits Index attached hereto.


Item 9.  Undertakings.

A.       The undersigned 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;

<PAGE> 4
                  (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; and

                  (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 A(1)(i) and A(1)(ii) do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Registrant  pursuant to Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  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  initial  bona
                  fide offering thereof.

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

B. The  undersigned   Registrant   hereby   undertakes  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
   Securities  Exchange  Act of 1934 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 offering
   thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
   may be  permitted  to  directors,  officers  and  controlling  person  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
   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

<PAGE> 5

   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 Act
   and will be governed by the final adjudication of such issue.


<PAGE> 6


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Town of Islip, County of Suffolk and State of New York on the
28 day of May, 1999.

                                      COMPUTER ASSOCIATES INTERNATIONAL, INC.



                                       By:/s/ Ira Zar
                                          ----------------------------------
                                          Ira Zar
                                          Senior Vice President
                                          Chief Financial Officer





                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below  constitutes and appoints Charles B. Wang and Ira Zar, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution,  for  him  and in his  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 all  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 and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue thereof.




<PAGE> 7


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:


/s/ Charles B. Wang
-----------------------------
Charles B. Wang               Chairman, Chief Executive Officer  May 28, 1999
                              and Director (Principal Executive
                                    Officer)
/s/ Ira Zar
-----------------------------
Ira Zar                       Senior Vice President and Chief    May 28, 1999
                              Financial Officer (Principal
                              Financial and Accounting Officer)
/s/ Russell M. Artzt
-----------------------------
Russell M. Artzt              Director                           May 28, 1999

/s/ Willem F.P. de Vogel
-----------------------------
Willem F.P. de Vogel          Director                           May 28, 1999

/s/ Irving Goldstein
-----------------------------
Irving Goldstein              Director                           May 3, 1999

/s/ Richard A. Grasso
-----------------------------
Richard A. Grasso             Director                           May 4, 1999

/s/ Shirley Strum Kenny
-----------------------------
Shirley Strum Kenny           Director                           May 28, 1999

/s/ Sanjay Kumar
-----------------------------
Sanjay Kumar                  Director                           April 28, 1999

/s/ Roel Pieper
-----------------------------
Roel Pieper                   Director                           May 28, 1999



<PAGE> 8


                                INDEX TO EXHIBITS

 Exhibit Number                                               Exhibits to
                           Description                        This Report

5       Opinion of Steven M. Woghin, Esq. as to the
        legality of the shares being offered                  Exhibit 5

10.1    Computer Management Sciences, Inc. 1995 Stock
        Incentive Plan                                        Exhibit 10.1

10.2    Miaco Corporation Stock Option Plan (1991)            Exhibit 10.2

23.1    Consent of Ernst & Young LLP                          Exhibit 23.1

23.2    Consent of Steven M. Woghin, Esq. (contained in
        his opinion in Exhibit 5)                             Filed as Exhibit 5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15795}]
{"company-data": {"conformed-name": "COMPUTER ASSOCIATES INTERNATIONAL INC", "cik": "0000356028", "assigned-sic": "7372", "irs-number": "132857434", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79727", "film-number": "99638590"}, "business-address": {"street1": "ONE COMPUTER ASSOCIATES PLAZA", "city": "ISLANDIA", "state": "NY", "zip": "11788", "phone": "5163425224"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                     COMPUTER ASSOCIATES INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its Charter)
                           --------------------------
              Delaware                                  13-2857434
     State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)
                           --------------------------
                          One Computer Associates Plaza
                            Islandia, New York 11749
               (Address of principal executive offices)(Zip Code)
                           --------------------------
          COMPUTER MANAGEMENT SCIENCES, INC. 1995 STOCK INCENTIVE PLAN
                   MIACO CORPORATION STOCK OPTION PLAN (1991)
                            (Full title of the plan)

                                     IRA ZAR
                 Senior Vice President - Chief Financial Officer
                     COMPUTER ASSOCIATES INTERNATIONAL, INC.
          One Computer Associates Plaza, Islandia, New York 11788-7000
                     (Name and address of agent for service)

                                 (516) 342-5224

          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed   Proposed
                                         Maximum    Maximum
                                         Offering   Aggregate
Title of Securities to   Amount to be    Price      Offering   Amount of
be Registered            Registered(1)   Per Unit   Price      Registration Fee
------------------------ -------------  ----------  ---------  ----------------
Common Stock,  $.10 par
value per share,
together with  the       19,484 Shares   $44.25     $862,167   $240.00
associated right to
purchase shares of       106 Shares      $44.25     $  4,691   $  2.00
Series One Junior
Participating
Preferred Stock, Class
A, without par value.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
TOTAL:                   19,590 Shares              $866,858   $242.00
-------------------------------------------------------------------------------
(1) Rights are attached to and trade with the Registrant's  Common Stock and are
    issued for no additional consideration. The value attributable to Rights, if
    any, is reflected in the market price of the Common Stock.
    No additional registration fee is required.
2

                                     PART I

Item 1.  Plan Information

Item 2.  Registrant Information and Employee
                  Plan Annual Information

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The documents  listed in (a) through (c) below are hereby  incorporated
by reference in this Registration Statement:

                  (a) The Registrant's annual report on Form 10-K for its fiscal
year ended March 31,  1999,  filed  pursuant  to Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  (b) All other  reports  filed  pursuant to  Sections  13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
Registrant document referred to in (a) above; and

                  (c) The  description  of the  Registrant's  common stock,  par
value $.10 per share,  outlined in the  Registrant's  registration  statement on
Form 8-A filed under the Exchange Act, which in turn  incorporates  by reference
the  description  in  the  Registrant's   Registration  Statement  on  Form  S-1
(Registration  No.  2-74618)  filed under the Securities Act of 1933, as amended
(the "Securities Act").

Item 4.  Description of Securities.

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Steven M. Woghin,  who rendered the opinion as to the legality
of the Registrant's  common stock to be issued pursuant  hereto,  is employed by
the Registrant as Senior Vice President and General  Counsel.  Mr. Woghin is the
beneficial owner of 2,687 shares (including 2,137 shares credited to his account
in the  Registrant's  tax  qualified  profit  sharing  plan) and of  options  to
purchase 64,249 shares, of Registrant's common stock.

Item 6.  Indemnification of Directors and Officers
3
         As permitted by Section of 145 of the Delaware General Corporation Law,
Article  EIGHTH  of  the  Registrant's  Restated  Certificate  of  Incorporation
provides:

         "The  Corporation  shall to the fullest extent permitted by Section 145
         of the General Corporation Law of Delaware,  as the same may be amended
         and supplemented,  indemnify any and all persons it shall have power to
         indemnify  under  said  section  from  and  against  any and all of the
         expenses,  liabilities  or other  matters  referred to in or covered by
         said section, and the indemnification  provided for herein shall not be
         deemed exclusive of any other rights to which those  indemnified may be
         entitled  under  any  ByLaw,   agreement,   vote  of   stockholders  or
         disinterested directors or otherwise, both as to action in his official
         capacity  and as to action  in  another  capacity  while  holding  such
         office,  and  shall  continue  as to a person  who has  ceased  to be a
         director,  officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person."

                  The Registrant's  Restated  Certificate of Incorporation  also
limits the  personal  liability of  directors  for  monetary  damages in certain
instances and eliminates  director  liability for monetary  damages arising from
any breach of the director's duty of care.

                  The Registrant maintains insurance on behalf of any person who
is or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the  Registrant  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
Registrant  would have the power to indemnify him against such  liability  under
the provisions of the Registrant's  Restated  Certificate of  Incorporation,  as
amended.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

                  See the Exhibits Index attached hereto.

Item 9.  Undertakings.

A.       The undersigned 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;
4
                  (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; and

                  (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 A(1)(i) and A(1)(ii) do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Registrant  pursuant to Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  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  initial  bona
                  fide offering thereof.

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

B. The  undersigned   Registrant   hereby   undertakes  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
   Securities  Exchange  Act of 1934 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 offering
   thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
   may be  permitted  to  directors,  officers  and  controlling  person  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
   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
5

   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 Act
   and will be governed by the final adjudication of such issue.
6

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Town of Islip, County of Suffolk and State of New York on the
28 day of May, 1999.

                                      COMPUTER ASSOCIATES INTERNATIONAL, INC.

                                       By:/s/ Ira Zar
                                          ----------------------------------
                                          Ira Zar
                                          Senior Vice President
                                          Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below  constitutes and appoints Charles B. Wang and Ira Zar, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution,  for  him  and in his  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 all  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 and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue thereof.
7

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

/s/ Charles B. Wang
-----------------------------
Charles B. Wang               Chairman, Chief Executive Officer  May 28, 1999
                              and Director (Principal Executive
                                    Officer)
/s/ Ira Zar
-----------------------------
Ira Zar                       Senior Vice President and Chief    May 28, 1999
                              Financial Officer (Principal
                              Financial and Accounting Officer)
/s/ Russell M. Artzt
-----------------------------
Russell M. Artzt              Director                           May 28, 1999

/s/ Willem F.P. de Vogel
-----------------------------
Willem F.P. de Vogel          Director                           May 28, 1999

/s/ Irving Goldstein
-----------------------------
Irving Goldstein              Director                           May 3, 1999

/s/ Richard A. Grasso
-----------------------------
Richard A. Grasso             Director                           May 4, 1999

/s/ Shirley Strum Kenny
-----------------------------
Shirley Strum Kenny           Director                           May 28, 1999

/s/ Sanjay Kumar
-----------------------------
Sanjay Kumar                  Director                           April 28, 1999

/s/ Roel Pieper
-----------------------------
Roel Pieper                   Director                           May 28, 1999
8

                                INDEX TO EXHIBITS

 Exhibit Number                                               Exhibits to
                           Description                        This Report

5       Opinion of Steven M. Woghin, Esq. as to the
        legality of the shares being offered                  Exhibit 5

10.1    Computer Management Sciences, Inc. 1995 Stock
        Incentive Plan                                        Exhibit 10.1

10.2    Miaco Corporation Stock Option Plan (1991)            Exhibit 10.2

23.1    Consent of Ernst & Young LLP                          Exhibit 23.1

23.2    Consent of Steven M. Woghin, Esq. (contained in
        his opinion in Exhibit 5)                             Filed as Exhibit 5